Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Document and Entity Information | |
Document Type | S-1 |
Entity Registrant Name | KIROMIC BIOPHARMA, INC. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001792581 |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 06, 2019 | Dec. 31, 2018 |
Current Assets: | ||||||
Cash and cash equivalents | $ 7,335,300 | $ 10,150,500 | $ 1,929,100 | |||
Inventories | 22,200 | |||||
Prepaid expenses and other current assets | 513,500 | 588,800 | 89,100 | |||
Total current assets | 7,848,800 | 10,739,300 | 2,040,400 | |||
Property and equipment, net | 2,279,500 | 2,066,000 | 587,900 | |||
Other assets | 24,400 | 24,400 | 24,400 | |||
Total Assets | 10,152,700 | 12,829,700 | 2,652,700 | |||
Current Liabilities: | ||||||
Accounts payable | 1,203,200 | 665,200 | 452,400 | |||
Accrued expenses and other current liabilities | 268,900 | 334,200 | 221,300 | |||
Interest payable | 200 | |||||
Loan payable | 105,600 | |||||
Note payable | 227,800 | 362,400 | ||||
Total current liabilities | 1,699,900 | 1,467,600 | 673,700 | |||
Total Liabilities | 1,699,900 | 1,467,600 | 673,700 | |||
Commitments and contingencies | ||||||
Stockholders' Equity: | ||||||
Common stock, $0.001 par value: 300,000,000 shares authorized as of December 31, 2020 and 2019; 7,332,999 and 2,863,812 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 1,200 | 1,200 | ||||
Additional paid-in capital | 53,933,900 | 52,988,700 | 13,965,000 | |||
Accumulated deficit | (45,482,300) | (41,627,800) | (22,427,600) | |||
Total Stockholders' Equity | 8,452,800 | 11,362,100 | $ 3,582,300 | 1,979,000 | $ 265,300 | |
Total Liabilities and Stockholders' Equity | $ 10,152,700 | 12,829,700 | 2,652,700 | |||
Series A-1 Preferred Stock | ||||||
Stockholders' Equity: | ||||||
Preferred Stock | 9,134,700 | |||||
Series B Preferred Stock | ||||||
Stockholders' Equity: | ||||||
Preferred Stock | $ 2,007,000 | 1,306,900 | $ 4,500,000 | |||
Additional paid-in capital | $ (40,000) | |||||
Preferred Stock | ||||||
Stockholders' Equity: | ||||||
Preferred Stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, authorized | 60,000,000 | 60,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 7,332,999 | 2,863,812 |
Common stock, outstanding | 7,332,999 | 2,863,812 |
Series A-1 Preferred Stock | ||
Preferred stock, par value ( in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 24,000,000 | 24,000,000 |
Preferred stock, issued | 0 | 21,822,301 |
Preferred stock, outstanding | 0 | 21,822,301 |
Series B Preferred Stock | ||
Preferred stock, par value ( in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 16,500,000 | 14,130,435 |
Preferred stock, issued | 0 | 9,869,659 |
Preferred stock, outstanding | 0 | 9,869,659 |
Preferred Stock | ||
Preferred stock, par value ( in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 19,500,000 | 21,869,565 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||
Research and development | $ 5,052,900 | $ 1,201,700 |
General and administrative | 14,144,000 | 2,503,700 |
Total operating expenses | 19,196,900 | 3,705,400 |
Loss from operations | (19,196,900) | (3,705,400) |
Other expense | ||
Interest expense | (3,300) | (22,500) |
Total other expense | (3,300) | (22,500) |
Net loss | $ (19,200,200) | $ (3,727,900) |
Net loss per share, basic and diluted | $ (4.42) | $ (1.39) |
Weighted average common shares outstanding, basic and diluted | 4,505,867 | 2,862,809 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred StockSeries A-1 Preferred Stock | Preferred StockSeries B Preferred Stock | Common StockPreviously Reported | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Series B Preferred Stock | Total |
Balance at beginning of period at Dec. 31, 2018 | $ 8,727,400 | $ 10,237,600 | $ (18,699,700) | $ 265,300 | ||||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 20,886,782 | 2,863,093 | ||||||
Conversion of convertible promissory notes and accrued interest into Series A-1 Preferred Stock | $ 407,300 | 407,300 | ||||||
Conversion of convertible promissory notes and accrued interest into Series A-1 Preferred Stock (in shares) | 935,519 | |||||||
Issuance of Series B Preferred Stock | $ 1,056,300 | 1,056,300 | ||||||
Issuance of Series B Preferred Stock | 9,782,609 | |||||||
Common stock issuance net of issuance costs and discount amortization (in shares) | 9,782,609 | |||||||
Series B Preferred Stock discount amortization | $ 210,600 | (210,600) | $ (210,600) | (210,600) | ||||
Warrants underlying Series B Preferred Stock issuance | 3,443,700 | 3,443,700 | ||||||
Accretion and settlement of Series B Preferred Stock dividend | $ 40,000 | (40,000) | $ (40,000) | (40,000) | ||||
Accretion and settlement of Series B Preferred Stock Dividend (in shares) | 87,050 | |||||||
Exercised stock options | 11,400 | 11,400 | ||||||
Exercised stock options (in shares) | 1,719 | |||||||
Stock compensation expense | 522,900 | 522,900 | ||||||
Net loss | (3,727,900) | (3,727,900) | ||||||
Balance at end of period at Dec. 31, 2019 | $ 9,134,700 | $ 1,306,900 | 13,965,000 | (22,427,600) | 1,979,000 | |||
Balance at end of period (in shares) at Dec. 31, 2019 | 21,822,301 | 9,869,659 | 2,864,812 | 2,863,812 | ||||
Issuance of Series B Preferred Stock | $ 331,700 | 331,700 | ||||||
Issuance of Series B Preferred Stock | 6,521,738 | |||||||
Common stock issuance net of issuance costs and discount amortization (in shares) | 16,391,397 | |||||||
Series B Preferred Stock discount amortization | $ 368,400 | (368,400) | $ (368,400) | |||||
Warrants underlying Series B Preferred Stock issuance | 2,668,300 | 2,668,300 | ||||||
Warrants underlying common stock issuance | $ 5,533,000 | |||||||
Stock compensation expense | 456,000 | 456,000 | ||||||
Net loss | (1,852,700) | (1,852,700) | ||||||
Balance at end of period at Mar. 31, 2020 | $ 9,134,700 | $ 2,007,000 | 16,720,900 | (24,280,300) | 3,582,300 | |||
Balance at end of period (in shares) at Mar. 31, 2020 | 21,822,301 | 16,391,397 | 2,863,812 | |||||
Balance at beginning of period at Dec. 31, 2019 | $ 9,134,700 | $ 1,306,900 | 13,965,000 | (22,427,600) | 1,979,000 | |||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 21,822,301 | 9,869,659 | 2,864,812 | 2,863,812 | ||||
Issuance of Series B Preferred Stock | $ 331,700 | 331,700 | ||||||
Issuance of Series B Preferred Stock | 6,521,738 | |||||||
Common stock issuance net of issuance costs and discount amortization | $ 1,200 | 11,974,200 | 11,975,400 | |||||
Common stock issuance net of issuance costs and discount amortization (in shares) | 1,250,000 | 6,521,738 | ||||||
Series B Preferred Stock discount amortization | $ 692,700 | (692,700) | $ (692,700) | (692,700) | ||||
Warrants underlying Series B Preferred Stock issuance | 2,668,300 | 2,668,300 | ||||||
Warrants underlying common stock discount amortization | (19,700) | (19,700) | ||||||
Warrants underlying common stock issuance | 377,000 | 5,208,700 | 377,000 | |||||
Exercise of warrants | 4,900 | 4,900 | ||||||
Exercise of warrants (in shares) | 1,399,921 | |||||||
Series A-1 Preferred Stock conversion to common stock and fractional shares adjustments from stock split and conversion | $ (9,134,700) | 9,134,700 | ||||||
Series A-1 Preferred Stock conversion to common stock and fractional shares adjustments from stock split and conversion (in shares) | (21,822,301) | 624,594 | ||||||
Series B Preferred Stock conversion to common stock and fractional shares adjustments from stock split and conversion | $ (2,331,300) | 2,331,300 | $ 2,331,300 | |||||
Series B Preferred Stock conversion to common stock and fractional shares adjustments from stock split and conversion (in shares) | (16,391,397) | 469,136 | ||||||
Common stock issuance to employees and non-employees | 9,432,000 | 9,432,000 | ||||||
Common stock issuance to employees and non-employees | 725,536 | |||||||
Stock compensation expense | 3,813,700 | 3,813,700 | ||||||
Net loss | (19,200,200) | (19,200,200) | ||||||
Balance at end of period at Dec. 31, 2020 | $ 1,200 | 52,988,700 | (41,627,800) | 11,362,100 | ||||
Balance at end of period (in shares) at Dec. 31, 2020 | 7,333,999 | 7,332,999 | ||||||
Warrants underlying common stock discount amortization | (24,700) | (24,700) | ||||||
Stock compensation expense | 945,200 | 945,200 | ||||||
Net loss | (3,854,500) | (3,854,500) | ||||||
Balance at end of period at Mar. 31, 2021 | $ 1,200 | $ 53,933,900 | $ (45,482,300) | $ 8,452,800 | ||||
Balance at end of period (in shares) at Mar. 31, 2021 | 7,332,999 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||
Net loss | $ (3,854,500) | $ (1,852,700) | $ (19,200,200) | $ (3,727,900) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||||
Depreciation | 95,600 | 33,800 | 200,000 | 87,500 |
Stock compensation expense | 945,200 | 456,000 | 13,245,700 | 522,900 |
Non-cash interest | 200 | 20,500 | ||
Inventory obsolescence impairment | 22,200 | |||
Changes in operating assets and liabilities: | ||||
Unbilled receivables from granting agency | 24,300 | |||
Inventories | (5,900) | |||
Prepaid expenses and other current assets | 75,400 | (99,700) | (499,700) | 46,200 |
Other assets | (6,600) | |||
Accounts payable | 273,600 | (35,200) | (7,700) | 293,400 |
Accrued expenses and other current liabilities | (65,400) | 17,500 | 112,900 | (151,300) |
Deferred rent | (19,000) | |||
Convertible promissory notes derivative liability | 2,000 | |||
Net cash used for operating activities | (2,635,900) | (1,480,300) | (6,126,600) | (2,913,900) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (44,700) | (406,300) | (1,457,600) | (302,700) |
Net cash used for investing activities | (44,700) | (406,300) | (1,457,600) | (302,700) |
Cash flows from financing activities: | ||||
Proceeds from sale of convertible promissory notes | 250,000 | |||
Exercise of stock options | 11,400 | |||
Proceeds from issuance of common stock | 15,000,000 | |||
Issuance costs | (2,667,300) | |||
Proceeds from warrant exercise | 4,900 | |||
Proceeds from loan payable | 115,600 | |||
Repayments of loan payable | (10,000) | |||
Borrowings from note payable | 540,500 | |||
Repayment of notes payable | (134,600) | (178,100) | ||
Proceeds from Series B Preferred Stock issuance | 3,000,000 | 3,000,000 | 4,500,000 | |
Net cash (used in) provided by financing activities | (134,600) | 3,000,000 | 15,805,600 | 4,761,400 |
Net change in cash and cash equivalents | (2,815,200) | 1,113,400 | 8,221,400 | 1,544,800 |
Cash and cash equivalents: | ||||
Beginning of year | 10,150,500 | 1,929,100 | 1,929,100 | 384,300 |
End of period | 7,335,300 | 3,042,500 | 10,150,500 | 1,929,100 |
Supplemental disclosures of non-cash investing and financing activities: | ||||
Accruals for property and equipment | 264,400 | $ 230,700 | 220,500 | 74,700 |
Cash paid for interest on note payable | $ 3,700 | $ 3,100 | ||
Conversion of accounts payable into convertible promissory notes | 134,800 | |||
Conversion of convertible promissory notes and accrued interest into Series A1 Preferred Stock | 407,300 | |||
Accretion and settlement of Series B Preferred Stock dividend | $ 40,000 |
ORGANIZATION
ORGANIZATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
ORGANIZATION | ||
ORGANIZATION | 1. ORGANIZATION Nature of Business Kiromic BioPharma, Inc. and subsidiary (the "Company") is a preclinical stage biopharmaceutical company formed under the Texas Business Organizations Code in December 2012. On May 27, 2016, the Company converted from a Texas limited liability company into a Delaware corporation and changed its name from Kiromic LLC to Kiromic Inc. On December 16, 2019, the Company amended and restated its certificate of incorporation charter to re-name the company, Kiromic BioPharma, Inc. The Company is a target discovery and gene-editing company utilizing artificial intelligence and its proprietary neural network platform with a therapeutic focus on immuno-oncology. The Company’s wholly-owned subsidiary, GreenPlanet Pharma, Inc., operates an oral healthcare business. It has developed a mouthwash using a high quality, safe, and natural ingredient formulation to provide effective symptomatic relief for a wide range of oral irritations and health concerns. This business has not generated any revenues. Going Concern — These condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates. The Company had negative cash flow from operations of $2,635,900 for the three months ended March 31, 2021, and an accumulated deficit of $45,482,300 as of March 31, 2021. To date, the Company has relied on equity and debt financing to fund its operations. The Company’s product candidates are still in the early stages of development, and substantial additional financing will be needed by the Company to fund its operations and ongoing research and development efforts prior to the commercialization, if any, of its product candidates. The Company does not have sufficient cash on hand or available liquidity to meet its obligations through the twelve months following the date the condensed consolidated financial statements are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Given its projected operating requirements and its existing cash and cash equivalents, the Company plans to complete an additional financing transaction in the third quarter of 2021 in order to continue operations. Management is currently evaluating different strategies to obtain the required funding of future operations. These strategies may include, but are not limited to, additional funding from current or new investors. However, there can be no assurance that the Company will be able to secure such additional financing, or if available, that it will be sufficient to meet its needs or on favorable terms. Therefore, the plans cannot be deemed probable of being implemented. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. NIH Grant — | 1. ORGANIZATION Nature of Business Kiromic BioPharma, Inc. and subsidiary (the "Company") is a preclinical stage biopharmaceutical company formed under the Texas Business Organizations Code in December 2012. On May 27, 2016, the Company converted from a Texas limited liability company into a Delaware corporation and changed its name from Kiromic LLC to Kiromic Inc. On December 16, 2019, the Company amended and restated its certificate of incorporation charter to re-name the company, Kiromic BioPharma, Inc. The Company is a target discovery and gene-editing company utilizing artificial intelligence and our proprietary neural network platform with a therapeutic focus on immuno-oncology. The Company’s wholly-owned subsidiary, GreenPlanet Pharma, Inc., operates an oral healthcare business. It has developed a mouthwash using a high quality, safe, and natural ingredient formulation to provide effective symptomatic relief for a wide range of oral irritations and health concerns. This business has not generated any revenues. Going Concern — The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates. The Company had negative cash flows from operations of $6,126,600 for the year ended December 31, 2020, and an accumulated deficit of $41,627,800 as of December 31, 2020. To date, the Company has relied on equity and debt financing to fund its operations. The Company’s product candidates are still in the early stages of development, and substantial additional financing will be needed by the Company to fund its operations and ongoing research and development efforts prior to the commercialization, if any, of its product candidates. Although the Company completed its initial public offering on October 15, 2020 and received net proceeds of $12,332,700 , the Company does not have sufficient cash on hand or available liquidity to meet its obligations through the twelve months following the date the consolidated financial statements are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Given its projected operating requirements and its existing cash and cash equivalents, the Company plans to complete an additional financing transaction in fiscal year 2021 in order to continue operations. Management is currently evaluating different strategies to obtain the required funding of future operations. These strategies may include, but are not limited to, additional funding from current or new investors. However, there can be no assurance that the Company will be able to secure such additional financing, or if available, that it will be sufficient to meet its needs or on favorable terms. Therefore, the plans cannot be deemed probable of being implemented. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. NIH Grant — |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information (Accounting Standards Codification ("ASC") 270, Interim Reporting) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a full presentation of financial position, results of operations, and cash flows in conformity GAAP. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. All intercompany balances were eliminated upon consolidation. Use of Estimates — Cash and Cash Equivalents — Concentrations of Credit Risk and Other Uncertainties — The Company is subject to certain risks and uncertainties from changes in any of the following areas that the Company believes could have a material adverse effect on future financial position or results of operations: the ability to obtain regulatory approval and market acceptance of, and reimbursement for, the Company’s product candidates; the performance of third-party clinical research organizations and manufacturers; protection of the intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; the Company’s ability to attract and retain employees necessary to support commercial success; and changes in the industry or customer requirements including the emergence of competitive products with new capabilities. Deposit — Property and Equipment — 1 Estimated useful lives of property and equipment are as follows for the major classes of assets: Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 Internal Use Software Development Costs — Impairment of Long-Lived Assets — Comprehensive Loss — Income Taxes — Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such temporary differences are expected to be recovered or settled. The Company records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes Research and Development Expense — The Company accrues and expenses costs of services provided by contract research organizations in connection with preclinical studies and contract manufacturing organizations engaged to manufacture clinical trial material, costs of licensing technology, and costs of services provided by research organizations and service providers. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. Proceeds from Grants — Fair Value Measurements — Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levels during the three months ended March 31, 2021 and 2020. Nonvested Stock Options and Restricted Stock Units — The vesting conditions for stock options include annual, and monthly. Annual vesting conditions are for four years. Monthly vesting conditions range from 10 10-year The vesting conditions for restricted stock units include cliff vesting conditions. Certain restricted stock units vest with a range of 6 to 12 months following the expiration of employee lock-up agreements. Certain restricted stock units vest based on the later of achievement of key milestones or the expiration of employee lock-up agreements. When nonvested restricted stock units are vested, they become exercisable over a 10-year Stock-Based Compensation — Compensation — Stock Compensation Until the Company’s common stock became publicly traded, the board of directors’ approach to estimating the fair value of the Company’s common stock includes utilizing methods outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately- Held Company Equity Securities Issued as Compensation . The Company estimates the grant-date fair value of stock options using the Black-Scholes model and the assumptions used to value such stock options are determined as follows: Expected Term. Risk-Free Interest Rate. Volatility. Dividend Yield. Common Stock Valuations. The Company did not grant any stock options during the three months ended March 31, 2021. During the three months ended March 31, 2020, the Company’s board of directors, with input from management and third-party valuations, determined the fair value of the common stock underlying all stock-based compensation grants. The Company believes that the board of directors had the relevant experience and expertise to determine the fair value of the Company’s common stock before the Company’s common stock became publicly traded. The board of directors exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each grant date. ● valuations of the common stock performed by third-party specialists; ● the prices, rights, preferences, and privileges of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock relative to those of the Company’s common stock; ● lack of marketability of the common stock; ● current business conditions and projections; ● hiring of key personnel and the experience of management; ● the Company’s stage of development; ● likelihood of achieving a liquidity event, such as an initial public offering, a merger or acquisition of the Company given prevailing market conditions, or other liquidation event; ● the market performance of comparable publicly traded companies; and ● the US and global capital market conditions. In valuing the common stock, the board of directors determined the equity value of the Company’s business using various valuation methods including combinations of income and market approaches. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in the Company’s industry or similar business operations as of each valuation date and is adjusted to reflect the risks inherent in the Company’s cash flows. The market approach references actual transactions involving (i) the subject being valued, or (ii) similar assets and/or enterprises. For each valuation, the equity value determined by the income and market approaches was then allocated to the common stock using either the option pricing method (“OPM”) or probability — weighted expected return model (“PWERM”). The option pricing method is based on the Black-Scholes option valuation model, which allows for the identification of a range of possible future outcomes, each with an associated probability. The OPM is appropriate to use when the range of possible future outcomes is difficult to predict and thus creates highly speculative forecasts. In general, while simple in its application, management did not use the OPM approach when considering allocation techniques for the valuation of equity interests in early stage, privately held life science companies. Management determined that applying the OPM would violate the major assumptions of the Black Scholes option valuation model approach. Additionally, the simulation approach can generally be reasonably approximated by a scenario-based approach like the PWERM as described below. PWERM involves a forward-looking analysis of the possible future outcomes of the enterprise. This method is particularly useful when discrete future outcomes can be predicted at a relatively high confidence level with a probability distribution. Discrete future outcomes considered under the PWERM include an initial public offering, as well as non-initial public offering market-based outcomes. Determining the fair value of the enterprise using the PWERM requires the Company to develop assumptions and estimates for both the probability of an initial public offering liquidity event and stay private outcomes, as well as the values the Company expects those outcomes could yield. From February 2018 to October 2020, the Company has valued its common stock based on a PWERM. Application of the Company’s approach involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding expected future revenue, expenses, and future cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact valuations as of each valuation date and may have a material impact on the valuation of the common stock. For valuations after the completion of an initial public offering, the board of directors will determine the fair value of each share of underlying common stock based on the closing price of the common stock as reported on the date of grant. Future expense amounts for any particular period could be affected by changes in assumptions or market conditions. For valuations after the completion of an initial public offering, the fair value of each share granted by the board of directors will be equal to the closing price of the common stock on the date of grant Segment Data — Recently Issued Accounting Pronouncements — In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases In June 2016, FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany balances were eliminated upon consolidation. Operating results for the year ended December 31, 2020 are not necessarily indicative of results to be expected for any future year. On December 17, 2019, the Company completed a 1-for-10 reverse stock split of its outstanding common stock. On June 17, 2020, the Company completed a 1-for-3.494 reverse stock split of its outstanding common stock. Accordingly, unless otherwise noted, all share and per share information has been restated to retroactively show the effect of these stock splits. Use of Estimates — Cash and Cash Equivalents — Concentrations of Credit Risk and Other Uncertainties — The Company is subject to certain risks and uncertainties from changes in any of the following areas that the Company believes could have a material adverse effect on future financial position or results of operations: the ability to obtain regulatory approval and market acceptance of, and reimbursement for, the Company’s product candidates; the performance of third-party clinical research organizations and manufacturers; protection of the intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; the Company’s ability to attract and retain employees necessary to support commercial success; and changes in the industry or customer requirements including the emergence of competitive products with new capabilities. The Company records receivables resulting from activities under its research grant from the NIH. Management believes that the Company is not exposed to significant credit risk due to the financial strength of the granting agency. Deposit — Inventories — Deferred Initial Public Offering Costs — Equity, During the year ended December 31, 2020, the Company classified deferred offering costs of $2,667,300 as a reduction to additional paid-in capital upon completion of the Company's IPO on October 15, 2020. As of December 31, 2020 and 2019, there were no deferred offering costs recorded on the Company's consolidated balance sheets. Property and Equipment — 1 Estimated useful lives of property and equipment are as follows for the major classes of assets: Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 Internal Use Software Development Costs — Impairment of Long-Lived Assets — Comprehensive Loss — Income Taxes — Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such temporary differences are expected to be recovered or settled. The Company records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes Research and Development Expense — The Company accrues and expenses costs of services provided by contract research organizations in connection with preclinical studies and contract manufacturing organizations engaged to manufacture clinical trial material, costs of licensing technology, and costs of services provided by research organizations and service providers. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. Proceeds from Grants — Convertible Promissory Notes Derivative Liability — Upon repurchase of convertible promissory notes, ASC 470, Debt Fair Value Measurements — Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levels during the years ended December 31, 2020 and 2019. The Company’s liabilities that were measured at fair value on a non-recurring and recurring basis converted into Series A-1 Preferred Stock as of December 31, 2019. Per ASC 820, the fair values of the convertible promissory notes are measured on a non-recurring basis at the relevant measurement date. The fair value of convertible promissory notes embedded derivative liability is measured on a recurring basis at the end of each reporting period. Rollforward of Level 3 Liabilities Measured at Fair Value on a Non-Recurring Basis: December 31, December 31, 2020 2019 Convertible promissory notes Beginning balance $ — $ — Amounts allocated to the embedded derivative liability at inception (at fair value) — (21,000) Conversions from accounts payable into convertible promissory notes — 134,800 Proceeds from issuances of convertible promissory notes — 250,000 Conversions into Series A‑1 Stock — (363,800) Ending balance $ — $ — Rollforward of Level 3 Liabilities Measured at Fair Value on a Recurring Basis: Convertible promissory note embedded derivative liability Beginning balance $ — $ — Realized and unrealized gains and losses — 2,000 Fair value of embedded derivative liability at inception — 21,000 Amounts derecognized upon conversion of the related convertible promissory notes — (23,000) Ending balance $ — $ — Nonvested Stock Options and Restricted Stock Units — The vesting conditions for stock options include annual, and monthly options. Annual vesting conditions are for four years. Monthly vesting conditions range from 10 The vesting conditions for restricted stock units include cliff vesting conditions. Certain restricted stock units vest with a range of 6 to 12 months following the expiration of employee lock-up agreements. Certain restricted stock units vest based on the later of achievement of key milestones or the expiration of employee lock-up agreements. When nonvested restricted stock units are vested, they become exercisable over a 10 year period from grant date. Stock-Based Compensation — Compensation — Stock Compensation Until the Company’s common stock became publicly traded, the board of directors’ approach to estimating the fair value of the Company’s common stock includes utilizing methods outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately- Held Company Equity Securities Issued as Compensation The Company estimates the grant-date fair value of stock options using the Black-Scholes model and the assumptions used to value such stock options are determined as follows: Expected Term. Risk-Free Interest Rate. Volatility. Dividend Yield. Common Stock Valuations. Valuation of Privately-Held Company Equity Securities Issued as Compensation ● valuations of the common stock performed by third-party specialists; ● the prices, rights, preferences, and privileges of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock relative to those of the Company’s common stock; ● lack of marketability of the common stock; ● current business conditions and projections; ● hiring of key personnel and the experience of management; ● the Company’s stage of development; ● likelihood of achieving a liquidity event, such as an initial public offering, a merger or acquisition of the Company given prevailing market conditions, or other liquidation event; ● the market performance of comparable publicly traded companies; and ● the US and global capital market conditions. In valuing the common stock, the board of directors determined the equity value of the Company’s business using various valuation methods including combinations of income and market approaches. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in the Company’s industry or similar business operations as of each valuation date and is adjusted to reflect the risks inherent in the Company’s cash flows. The market approach references actual transactions involving (i) the subject being valued, or (ii) similar assets and/or enterprises. For each valuation, the equity value determined by the income and market approaches was then allocated to the common stock using either the option pricing method (“OPM”) or probability — weighted expected return model (“PWERM”). The option pricing method is based on the Black-Scholes option valuation model, which allows for the identification of a range of possible future outcomes, each with an associated probability. The OPM is appropriate to use when the range of possible future outcomes is difficult to predict and thus creates highly speculative forecasts. In general, while simple in its application, management did not use the OPM approach when considering allocation techniques for the valuation of equity interests in early stage, privately held life science companies. Management determined that applying the OPM would violate the major assumptions of the Black Scholes option valuation model approach. Additionally, the simulation approach can generally be reasonably approximated by a scenario-based approach like the PWERM as described below. PWERM involves a forward-looking analysis of the possible future outcomes of the enterprise. This method is particularly useful when discrete future outcomes can be predicted at a relatively high confidence level with a probability distribution. Discrete future outcomes considered under the PWERM include an initial public offering, as well as non- initial public offering market-based outcomes. Determining the fair value of the enterprise using the PWERM requires the Company to develop assumptions and estimates for both the probability of an initial public offering liquidity event and stay private outcomes, as well as the values the Company expects those outcomes could yield. Since February 2018, the Company has valued its common stock based on a PWERM. Application of the Company’s approach involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding expected future revenue, expenses, and future cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact valuations as of each valuation date and may have a material impact on the valuation of the common stock. For valuations after the completion of an initial public offering, the fair value of each share granted by the board of directors will be equal to the closing price of the common stock on the date of grant. Warrants Underlying Shares IPO common stock — Debt with conversion and other options The Company estimated the fair value of warrants underlying shares of IPO common stock using the Black-Scholes option-valuation model and the assumptions used to value such warrants are determined as follows: Expected Term . Risk-Free Interest Rate . Volatility . Dividend Yield . Common Stock Valuations . Exercise Price . Segment Data — Recently Issued Accounting Pronouncements — In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases In June 2016, FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) On January 1, 2019, the Company adopted ASU 2016-15 (Topic 230), Classification of Certain Cash Receipts and Payments |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
NET LOSS PER COMMON SHARE | ||
NET LOSS PER COMMON SHARE | 3. Basic and diluted net loss per common share is determined by dividing net loss less deemed dividends by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the stock options, restricted stock units, convertible Series A-1 Preferred Stock, and the convertible Series B Preferred Stock have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average common shares outstanding used to calculate both basic and diluted loss per common shares are the same. The following table illustrates the computation of basic and diluted earnings per share: Three Months Ended March 31, 2021 2020 Net loss $ (3,854,500) $ (1,852,700) Less: Series B Preferred Stock discount amortization — (368,400) Less: IPO Common Stock discount amortization (24,700) — Net loss attributable to common shareholders, basic and diluted $ (3,879,200) $ (2,221,100) Weighted average common shares outstanding, basic and diluted 7,332,999 2,863,812 Net loss per common share, basic and diluted $ (0.53) $ (0.78) For the three months ended March 31, 2021 and 2020, potentially dilutive securities excluded from the computations of diluted weighted-average common shares outstanding were (in shares): March 31, March 31, 2021 2020 Stock options to purchase 677 404,391 Restricted Stock Units 32,000 — Series A‑1 Preferred Stock — 624,594 Series B Preferred Stock — 469,136 Warrants underlying Series B Preferred Stock — 1,399,807 Total 32,677 2,897,928 | 3. NET LOSS PER COMMON SHARE Basic and diluted net loss per common share is determined by dividing net loss less deemed dividends by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the stock options, convertible Series A-1 Preferred Stock, and the convertible Series B Preferred Stock have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average common shares outstanding used to calculate both basic and diluted loss per common shares are the same. The following table illustrates the computation of basic and diluted loss per share: Years Ended December 31, 2020 2019 Net loss $ (19,200,200) $ (3,727,900) Less: Accretion and settlement of Series B Preferred Stock dividend — (40,000) Less: Series B Preferred Stock discount amortization (692,700) (210,600) Less: IPO Common Stock discount amortization (19,700) — Net loss attributable to common shareholders, basic and diluted $ (19,912,600) $ (3,978,500) Weighted average common shares outstanding, basic and diluted 4,505,867 2,862,809 Net loss per common share, basic and diluted $ (4.42) $ (1.39) For the years ended December 31, 2020 and 2019, potentially dilutive securities excluded from the computations of diluted weighted-average common shares outstanding were (in shares): December 31, December 31, 2020 2019 Stock options to purchase 1,647 75,405 Restricted Stock Units 95,815 — Series A‑1 Preferred Stock — 624,594 Series B Preferred Stock — 282,478 Warrants underlying Series B Preferred Stock — 839,784 Total 97,462 1,822,261 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
PROPERTY AND EQUIPMENT, NET | 4. Property and equipment consisted of the following at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Equipment $ 1,138,900 $ 780,500 Leasehold improvements 1,274,600 1,229,700 Office furniture, fixtures, and equipment 16,600 16,600 Software 151,700 151,700 Construction in progress 355,000 449,200 2,936,800 2,627,700 Less: Accumulated depreciation (657,300) (561,700) Total $ 2,279,500 $ 2,066,000 Depreciation expense was $95,600 and $33,800 for the three months ended March 31, 2021 and, 2020, respectively. Depreciation expense is allocated between research and development and general and administrative operating expenses on the condensed consolidated statements of operations. | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following at December 31: 2020 2019 Equipment $ 780,500 $ 488,800 Leasehold improvements 1,229,700 302,700 Office furniture, fixtures, and equipment 16,600 16,600 Software 151,700 141,500 Construction in progress 449,200 — 2,627,700 949,600 Less: Accumulated depreciation (561,700) (361,700) Total $ 2,066,000 $ 587,900 Depreciation expense was $200,000 and $87,500 for the years ended December 31, 2020 and 2019, respectively. Depreciation expense is allocated between research and development and general and administrative operating expenses on the consolidated statements of operations. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 5. Accrued expenses and other current liabilities consisted of the following at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Accrued consulting and outside services $ 173,900 $ 143,200 Accrued compensation 95,000 191,000 Total $ 268,900 $ 334,200 | 5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following at December 31: 2020 2019 Accrued consulting and outside services $ 143,200 $ 221,300 Accrued compensation 191,000 — Total $ 334,200 $ 221,300 |
CURRENT LOAN PAYABLE
CURRENT LOAN PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
LOAN PAYABLE | ||
CURRENT LOAN PAYABLE | 6. On May 1, 2020, the Company received a loan in the principal amount of $115,600 (the “SBA Loan”) under the Paycheck Protection Program (“PPP”), which was established under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (the “SBA”). The intent and purpose of the PPP is to support companies, during the COVID-19 pandemic, by providing funds for certain specified business expenses, with a focus on payroll. As a qualifying business as defined by the SBA, the Company is using the proceeds from this loan to primarily help maintain its payroll. The term of the SBA Loan promissory note (“the Note”) is two years, though it may be payable sooner in connection with an event of default under the Note. The SBA Loan carries a fixed interest rate of one percent per year, with the first payment due seven months from the date of initial cash receipt. Under the CARES Act and the PPP, certain amounts of loans made under the PPP may be forgiven if the recipients use the loan proceeds for eligible purposes, including payroll costs and certain rent or utility costs, and meet other requirements regarding, among other things, the maintenance of employment and compensation levels. The Company intends to use the SBA Loan for qualifying expenses and to apply for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. The Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, materially false or misleading representations to the SBA, and adverse changes in the Company’s financial condition or business operations that may materially affect its ability to pay the SBA Loan. As the legal form of the Note is a debt obligation, the Company accounts for it as debt under ASC 470, Debt Interest During the year ended December 31, 2020, the Company applied for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. On February 16, 2021, the SBA granted forgiveness of the SBA Loan and all applicable interest. On the date of forgiveness, the principal and accrued interest totaled $105,800 . The forgiveness was classified as a gain on loan extinguishment in the condensed consolidated statement of operations. | 6. CURRENT LOAN PAYABLE On May 1, 2020, the Company received a loan in the principal amount of $115,600 (the “SBA Loan”) under the Paycheck Protection Program (“PPP”), which was established under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (the “SBA”). The intent and purpose of the PPP is to support companies, during the COVID-19 pandemic, by providing funds for certain specified business expenses, with a focus on payroll. As a qualifying business as defined by the SBA, the Company is using the proceeds from this loan to primarily help maintain its payroll. The term of the SBA Loan promissory note (“the Note”) is two years, though it may be payable sooner in connection with an event of default under the Note. The SBA Loan carries a fixed interest rate of one percent per year, with the first payment due seven months from the date of initial cash receipt. Under the CARES Act and the PPP, certain amounts of loans made under the PPP may be forgiven if the recipients use the loan proceeds for eligible purposes, including payroll costs and certain rent or utility costs, and meet other requirements regarding, among other things, the maintenance of employment and compensation levels. The Company intends to use the SBA Loan for qualifying expenses and to applied for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. The SBA Loan was forgiven on February 16, 2021. See Note 14. The Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, materially false or misleading representations to the SBA, and adverse changes in the Company’s financial condition or business operations that may materially affect its ability to pay the SBA Loan. As the legal form of the Note is a debt obligation, the Company accounts for it as debt under ASC 470, Debt The Company accrued $200 of interest expense during the year ended December 31, 2020. The Company accrues interest over the term of the loan and does not impute additional interest at a market rate because the guidance on imputing interest in ASC 835-30, Interest |
NOTE PAYABLE
NOTE PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
NOTE PAYABLE | ||
NOTE PAYABLE | 7. In November 2020, the Company entered into a financing arrangement for its Director and Officer Insurance policy. The total amount financed was approximately $540,500 with an annual interest rate of 4.59% , to be paid over a period of nine months. As of March 31, 2021 and December 31, 2020, the remaining payable balance on the financed amount was $227,800 and $362,400 , respectively. | 7. NOTE PAYABLE In November 2020, the Company entered into a financing arrangement for its Director and Officer Insurance policy. The total amount financed was approximately $540,500 with an annual interest rate of 4.59%, to be paid over a period of nine months. As of December 31, 2020, the remaining payable balance on the financed amount was approximately $362,400. |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2020 | |
CONVERTIBLE PROMISSORY NOTES | |
CONVERTIBLE PROMISSORY NOTES | 8. Starting in June 2016, the Company sold convertible promissory notes to certain investors to help finance its operations. The convertible promissory notes were in amounts ranging from $12,500 to $500,000, earning annual interest between 6% and 17% and all maturing either on June 1, 2019, January 2, 2020, or June 30, 2020 (the “Maturity Date”). The convertible promissory notes were convertible into shares issued in the Company’s Next Financing Close by dividing the total amount of convertible promissory notes, plus accrued interest (the “Balance”) by the applicable conversion price, as defined in the convertible promissory notes. If the convertible promissory notes have not been converted, the Balance shall be payable in full if the Company consummates a change of control transaction. If there has not been a Next Financing Close or a change in control by the Maturity Date, then at the noteholders’ option, the Company shall either repay the Balance then outstanding or convert into the Company’s common stock at a set conversion price then in effect, as defined in the convertible promissory notes. The estimated fair value of the conversion discount related embedded derivative was determined using a probability-weighted expected return model. The probability of a Next Financing Close occurring prior to the Maturity Date was determined to be 55% during the year ended December 31, 2019. The net present value of the conversion discount related embedded derivative was measured using a discount rate of 25% as of December 31, 2019. Below is a table that outlines the initial value of issuances and the bifurcated embedded derivative liability during the years ended December 31: 2020 2019 Convertible promissory notes- issuances $ — $ 250,000 Conversion of accounts payable into convertible promissory notes — 134,800 Total issuances and conversions into convertible promissory notes — 384,800 Embedded derivative liability Initial fair value upon issuance of convertible promissory notes — 21,000 Realized and unrealized gains and losses — 2,000 Converted embedded derivative liability into Series A‑1 Preferred Stock — (23,000) Embedded derivative liability balance at December 31 $ — $ — On August 15, 2019, each holder of convertible promissory notes issued during 2019 agreed to voluntarily convert the amounts of principal and interest then outstanding into shares of Series A-1 Preferred Stock. See Note 10 for further details. No additional convertible promissory notes were issued for year ended December 31, 2020 following the conversion on August 15, 2019. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | 8. Facility Lease Agreements — On November 19, 2020, the Company’s board of directors approved the lease renewal of its premises in Houston, Texas. Once the current lease expires in May 2021, the renewed lease agreement will commence under an operating lease agreement that is noncancelable from commencement until May 1, 2024. On March 22, 2021, the Company’s board of directors approved a lease expansion within its premises in Houston, Texas. The amended lease agreement will commence on August 1, 2021 under an operating lease agreement that is noncancelable from commencement until May 1, 2024. The amended lease agreement adds approximately 15,385 square feet. The Company has the option to cancel the lease thereafter until the agreement expires on May 1, 2026. The termination date is effective after 90-days If the Company exercises the cancellation option, the Company must also pay the lessor a termination payment equal to three months of base rent. The total lease payments per month were $21,353 beginning January 1, 2020. The total lease payments per month will be $22,477, 45,554, and $46,116 beginning May 1, 2021, August 1, 2021, and May 1, 2023, respectively. The Company records rent expense as incurred over the term of the leases. As of March 31, 2021, the future minimum commitments under the amended lease agreement will be as follows: Amount 2021 $ 316,600 2022 546,700 2023 551,100 2024 461,200 Total $ 1,875,600 Rent expense for the facility lease agreements was $69,000 and $60,000 during the three months ended March 31, 2021 and 2020, respectively. Rent expense is included as an allocation between research and development and general and administrative expense in the condensed consolidated statements of operations. License Agreements — Strategic Alliance Agreement with Leon Office (H.K.) — Legal Proceedings — The Company regularly assesses all contingencies and believes, based on information presently known, the Company is not involved in any matters that would have a material effect on the Company’s financial position, results of operations and cash flows. | 9. Facility Lease Agreements — On November 19, 2020, the Company’s board of directors approved the lease renewal of its premises in Houston, Texas. Once the current lease expires in May 2021, the renewed lease agreement will commence under an operating lease agreement that is noncancelable from commencement until May 1, 2024. The Company has the option to cancel the lease thereafter until the agreement expires on May 1, 2026. The termination date is effective after 90 days notice of cancellation. The total lease payments per month will be $21,353 beginning January 1, 2020. The total lease payments per month will be $22,477 and $23,039 beginning May 1, 2021 and May 1, 2022, respectively. The Company records rent expense on a straight-line basis over the term of the leases. As of December 31, 2020, future minimum commitments under the facility lease agreement are as follows: Amount 2021 $ 265,200 2022 269,700 2023 274,200 2024 230,400 Total $ 1,039,500 Annual rent expense for the facility lease agreements was $262,900 and $129,100 for the years ended December 31, 2020 and 2019, respectively, and is included as an allocation between research and development and general and administrative expense in the consolidated statements of operations. License Agreements — Legal Proceedings — |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | ||
STOCKHOLDERS' EQUITY | 9. On June 17, 2020, the Company filed an amendment to its amended and restated certificate of incorporation to complete a 1-for-3.494 reverse split of the Company’s outstanding shares common stock. Accordingly, unless otherwise noted, all share and per share information has been restated to retroactively show the effect of this stock split. As of March 31, 2021 and December 31, 2020, the Company was authorized to issue 300,000,000 shares of common stock and 60,000,000 shares of Preferred Stock, of which 24,000,000 shares were designated as Series A-1 Preferred Stock and 16,500,000 shares were designated as Series B Preferred Stock. Common Stock — On June 17, 2020, the Company filed an amendment to its amended and restated certificate of incorporation to complete a 1-for-3.494 reverse split of the Company’s outstanding shares common stock. Accordingly, unless otherwise noted, all share and per share information has been restated to retroactively show the effect of this stock split. As of March 31, 2021 and December 31, 2020, the Company was authorized to issue 300,000,000 shares of common stock and 60,000,000 shares of Preferred Stock, of which 24,000,000 shares were designated as Series A-1 Preferred Stock and 16,500,000 shares were designated as Series B Preferred Stock. Common Stock — On October 15, 2020, the Company received net proceeds of $12,332,700 from its IPO, after deducting underwriting discounts and commissions of $1,275,000 and other offering expenses of $1,392,300 incurred. The Company issued and sold 1,250,000 shares of common stock in the IPO at a price of $12.00 per share. In connection with the IPO, all shares of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock were converted into 624,594 and 469,136 shares of common stock, respectively. Below is a table that outlines the initial value of issuances allocated to the IPO common stock, the IPO common stock discount amortized, and value of IPO common stock that was converted into additional-paid-in-capital during the three months ended March 31, 2021: 2021 Common Stock Balance at January 1, $ 11,975,400 Common stock IPO discount amortization 24,700 Balance at March 31, $ 12,000,100 On June 8, 2020, the Company agreed to amend the warrant vesting schedule such that the warrants underlying shares of Series B Preferred Stock became immediately exercisable for each warrant holder. On June 8, 2020, warrant holders exercised their option to purchase 335,982 shares of common stock for proceeds of $1,200. Then, on June 10, 2020, warrant holders exercised their option to purchase an additional 1,063,939 shares of common stock for proceeds of $3,700. On June 8, 2020, the Company issued 3,106 and 430 shares of common stock to the Company’s Chief Medical Officer and another employee, respectively. In addition, on June 19, 2020, the Company issued 402,000 and 320,000 shares of common stock to the Company’s Chief Financial Officer and Chief Operating Officer ("the CFO and COO") and Chief Strategy and Innovation Officer ("the CSO"), respectively. The shares were issued in exchange cash considerations Each holder of outstanding shares of common stock shall be entitled to one vote in respect of each share. The number of authorized shares of common stock may be increased or decreased by the affirmative vote of a majority of the outstanding shares of common stock and preferred stock voting together as a single class. The Company has never paid dividends and has no plans to pay dividends on common stock. As of December 31, 2017, the Company adopted a stock option plan. On September 25, 2019, the board of directors approved an additional 10,000,000 shares to be reserved and authorized under the Plan. This approval increased the total number of authorized shares from 20,000,000 to 30,000,000. After the reverse stock splits, the total number of authorized shares was updated to 858,615. On June 19, 2020, the board of directors approved an additional 850,000 shares to be reserved and authorized under the Plan. This approval increased the total number of authorized shares from 858,615 to 1,708,615. There were 322,063 shares and 271,949 shares available for issuance as of March 31, 2021 and 2020, respectively. Series B Preferred Stock — On matters submitted to a vote of the stockholders of the Company, Series B Preferred Stock, Series A-1 Preferred Stock, and common stock vote together as one class, with the vote of the Series B Preferred Stock on an as-converted basis. Each holder of Series B Preferred Stock shall have a number of votes equal to the shares of common stock into which the shares of Series B Preferred Stock held by such holder are then convertible. With respect rights on liquidation, winding up and dissolution, shares of Series B Preferred Stock rank senior to all shares of common stock, but not senior to Series A-1 Preferred Stock. Each share of Series B Preferred Stock is convertible at any time at the option of the holder at the then current conversion rate. In addition, upon the closing of the sale of shares of common stock to the public in an initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, all shares of preferred stock shall automatically be converted into shares of common stock at the then effective conversion rate. Accordingly, in connection with the IPO, all shares of the Company’s Series B Preferred Stock were converted into 469,136 shares of common stock on October 15, 2020. Below is a table that outlines the initial value of issuances allocated to Series B Preferred Stock and the Series B Preferred Stock discount amortized during the three months ended March 31: 2020 Series B Preferred Stock Balance at January 1, $ 1,306,900 Series B Preferred Stock proceeds 3,000,000 Series B Preferred Stock discount (2,668,300) Series B Preferred Stock discount amortization 368,400 Balance at March 31, $ 2,007,000 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or the occurrence of a liquidation, the holders of the shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to $0.46, the original issue price. Warrants Underlying Series B Preferred Stock — ● 30% of the warrants beginning six months after the date on which the securities of the Company are first listed on a United States national securities exchange (such date, the "Listing Date"); ● An additional 30% of the warrants beginning nine months after the Listing Date; and ● The remainder of the warrants beginning twelve months after the Listing Date. As of March 31, 2020, the Company sold 16,391,397 shares of Series B Preferred Stock, which contained 1,399,921 underlying warrants to purchase common stock based on the exercise price and vesting schedule outlined above. These warrants are equity classified and the fair value of $5,533,000 is reflected as additional paid-in capital. On June 8, 2020, the Company agreed to amend the warrant vesting schedule such that the warrants became immediately exercisable for each warrant holder. On June 8, 2020, warrant holders exercised their option to purchase 335,982 shares of common stock for proceeds of $1,200. Then, on June 10, 2020, warrant holders exercised their option to purchase an additional 1,063,939 shares of common stock for proceeds of $3,700. As of March 31, 2021, there were no warrants underlying Series B Preferred Stock. The Black-Scholes option-pricing model was used to estimate the fair value of the warrants with the following weighted-average assumptions for the three months ended March 31, 2021 and 2020: March 31, 2020 Risk-free interest rate 1.54% - 1.88 % Expected volatility 71.95% - 72.71 % Expected life (years) 10 Expected dividend yield 0 % Representative's Warrants — These warrants were equity classified. As of March 31, 2021 and December 31, 2020, the warrant fair values of $332,600 and $357,300, respectively, is reflected as additional paid-in capital. On the issuance date, the Black-Scholes option-pricing model was used to estimate the fair value of the warrants with the following weighted-average assumptions on October 15: 2020 Risk-free interest rate 0.18 % Expected volatility 94.08 % Expected life (years) 2.74 Expected dividend yield 0 % | 10. On December 16, 2019, the Company amended and restated its certificate of incorporation to, among other things, (i) complete a 1-for-10 reverse split of the Company’s outstanding shares of common stock; (ii) increase the Company’s authorized Preferred Stock to 60,000,000 shares and (iii) change the par value of the Preferred Stock from $0.01 to $0.0001 per share. On June 17, 2020, the Company filed an amendment to its amended and restated certificate of incorporation to complete a 1-for-3.494 reverse split of the Company’s outstanding shares of common stock. Accordingly, unless otherwise noted, all share and per share information has been restated to retroactively show the effect of these stock splits during the years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019, the Company was authorized to issue 300,000,000 shares of common stock and 60,000,000 shares and of Preferred Stock, of which 24,000,000 shares were designated as Series A-1 Preferred Stock. Additionally, 16,500,000 shares and 14,130,435 shares were designated as Series B Preferred Stock as of December 31, 2020 and 2019, respectively. Common Stock — On October 15, 2020, the Company received net proceeds of $12,332,700 from its IPO, after deducting underwriting discounts and commissions of $1,275,000 and other offering expenses of $1,392,300 incurred. The Company issued and sold 1,250,000 shares of common stock in the IPO at a price of $12.00 per share. In connection with the IPO, all shares of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock were converted into 624,594 and 469,136 shares of common stock, respectively. Below is a table that outlines the initial value of issuances allocated to the IPO common stock, the IPO common stock discount amortized, and value of IPO common stock that was converted into additional-paid-in-capital during the year ended December 31, 2020: 2020 Common Stock Balance at January 1, $ — Common stock IPO proceeds, net of issuance costs 12,332,700 Common stock IPO discount (377,000) Common stock IPO discount amortization 19,700 Balance at December 31, $ 11,975,400 On June 8, 2020, the Company agreed to amend the warrant vesting schedule such that the warrants became immediately exercisable for each warrant holder. On June 8, 2020, warrant holders exercised their option to purchase 335,982 shares of common stock for proceeds of $1,200. Then, on June 10, 2020, warrant holders exercised their option to purchase an additional 1,063,939 shares of common stock for proceeds of $3,700. There were 0 and 839,952 warrants outstanding as of December 31, 2020 and 2019, respectively. On June 8, 2020, the Company issued 3,106 and 430 shares of common stock to the Company’s Chief Medical Officer and another employee, respectively. In addition, on June 19, 2020, the Company issued 402,000 and 320,000 shares of common stock to the Company’s Chief Financial Officer and Chief Operating Officer ("the CFO and COO") and Chief Strategy and Innovation Officer ("the CSIO"), respectively. The shares were issued in exchange cash considerations Each holder of outstanding shares of common stock shall be entitled to one vote in respect of each share. The number of authorized shares of common stock may be increased or decreased by the affirmative vote of a majority of the outstanding shares of common stock and preferred stock voting together as a single class. The Company has never paid dividends and has no plans to pay dividends on common stock. As of December 31, 2017, the Company adopted the Plan. On September 25, 2019, the board of directors approved an additional 10,000,000 shares to be reserved and authorized under the Plan. This approval increased the total number of authorized shares from 20,000,000 to 30,000,000. After the reverse stock splits, the total number of authorized shares was updated to 858,615. On June 19, 2020, the board of directors approved an additional 850,000 shares to be reserved and authorized under the Plan. This approval increased the total number of authorized shares from 858,615 to 1,708,615. There were 270,933 shares and 258,813 shares available for issuance as of December 31, 2020 and 2019, respectively. Series A-1 Preferred Stock — On matters submitted to a vote of the stockholders of the Company, Series A-1 Preferred Stock and common stock vote together as one class, with the vote of the Series A-1 Preferred Stock on an as-converted basis. Each holder of Series A-1 Preferred Stock shall have a number of votes equal to the shares of common stock into which the shares of Series A-1 Preferred Stock held by such holder are then convertible. With respect rights on liquidation, winding up and dissolution, shares of the Series A-1 Preferred Stock rank senior to all shares of common stock. Each share of Series A-1 Preferred Stock is convertible at any time at the option of the holder at the then current conversion rate. In addition, upon the closing of the sale of shares of common stock to the public in an initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, all shares of preferred stock shall automatically be converted into shares of common stock at the then effective conversion rate. In connection with the IPO, all shares of the Company's Series A-1 Preferred Stock were converted into 624,594 shares of common stock. Series B Preferred Stock — Until the filing of the amended and restated certificate of incorporation on December 16, 2019, shares of Series B Preferred Stock had accrued unpaid dividends at an annual rate of 6% per share. The amended and restated certificate of incorporation eliminated the clause requiring the dividend accrual. In addition, on December 6, 2019, the Series B Preferred Stock investors voted in favor of forfeiting all accrued and unpaid dividends, along with all future dividends. In exchange, the Company issued 87,050 shares of Series B Preferred Stock to the investors. The Company treated this transaction as accretion and settlement of a Series B Preferred Stock dividends in the amount of $40,000. Accordingly, additional paid-in capital was reduced by $40,000. The Series B Preferred Stock conversion price is initially equal to the Series B Preferred Stock original issuance price of $0.46 per share divided by the rate at which shares of Series B Preferred Stock may be converted into shares of common stock. The holders of the Series B Preferred Stock held a special redemption right. In the event the Company had not filed an initial registration statement with the United States Securities and Exchange Commission and submitted an application to be listed on the Nasdaq Stock market on or prior to November 15, 2019, subject to Delaware law governing distributions to stockholders and the Company’s ability to redeem its shares, all or part of the shares of Series B Preferred Stock held by any holder of record as of such date of shares of Series B Preferred Stock with an aggregate purchase price of at least $1,000,000 would have been be redeemable at the option of such holders of record commencing any time on or after November 16, 2019 at a price equal to the purchase price paid for such shares plus all unpaid dividends accrued on such shares. Also, in the event that the Company was not ultimately approved for listing on a Nasdaq Stock Market tier lower than the Nasdaq Global Select Market, the special redemption right would remain in effect and may have been exercisable on any date thereafter. If the Company was unable to execute a redemption upon request of a holder, interest would accrue on the shares at rate of 14.6%, or warrants underlying the shares would be exercisable and the fair market value of the shares of common stock received in connection therewith would be treated as payment in exchange for the shares of Series B Preferred Stock submitted for redemption by such holder. On November 12, 2019 and November 13, 2019, the Series B Preferred Stock investors signed waivers, which provided consent to the Company to eliminate the special redemption right. When the Company amended and restated its certificate of incorporation on December 16, 2019, the special redemption right provision was eliminated. The elimination of the special redemption right allows for permanent equity classification for the Series B Preferred Stock. Since the Warrants are equity classified, the Company allocated the relative fair value of the cash proceeds between the Series B Preferred Stock and the Warrants. The fair value of the Warrants is offset by a contra account, which is classified as a discount to the Series B Preferred Stock. The discount is amortized using the effective interest method at an effective interest rate of 28% per annum. On January 24, 2020, the Company issued 4,782,608 shares of Series B Preferred Stock for $2,200,000. On January 29, 2020, the Company filed a certificate of correction to its amended and restated its certificate of incorporation to authorize the issuance of up to 16,500,000 shares of Series B Preferred Stock. On January 31, 2020, the Company issued an additional 1,739,130 shares of Series B Preferred Stock for $800,000. In connection with the IPO, all shares of the Company's Series B Preferred Stock were converted into 469,136 shares of common stock, and the value of the Series B Preferred Stock converted into additional-paid-in-capital. Below is a table that outlines the initial value of issuances allocated to Series B Preferred Stock, the Series B Preferred Stock discount amortized, and value of Series B Preferred Stock that was converted into additional-paid-in-capital during the years ended December 31: 2020 2019 Series B Preferred Stock Balance at January 1, $ 1,306,900 $ 4,500,000 Series B Preferred Stock proceeds 3,000,000 (3,443,700) Series B Preferred Stock discount (2,668,300) 210,600 Series B Preferred Stock discount amortization 692,700 40,000 Series B Preferred Stock conversion to common stock (2,331,300) — Balance at December 31, $ — $ 1,306,900 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or the occurrence of a liquidation, the holders of the shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to $0.46, the original issue price. On matters submitted to a vote of the stockholders of the Company, Series B Preferred Stock, Series A-1 Preferred Stock, and common stock vote together as one class, with the vote of the Series B Preferred Stock on an as-converted basis. Each holder of Series B Preferred Stock shall have a number of votes equal to the shares of common stock into which the shares of Series B Preferred Stock held by such holder are then convertible. With respect rights on liquidation, winding up and dissolution, shares of Series B Preferred Stock rank senior to all shares of common stock, but not senior to Series A-1 Preferred Stock. Each share of Series B Preferred Stock is convertible at any time at the option of the holder at the then current conversion rate. In addition, upon the closing of the sale of shares of common stock to the public in an initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, all shares of preferred stock shall automatically be converted into shares of common stock at the then effective conversion rate. Conversion of Convertible Promissory Notes — In connection with the IPO, all shares of the Company's Series A-1 Preferred Stock were converted into 624,594 shares of common stock. Warrants Underlying Series B Preferred Stock — ● 30% of the warrants beginning six months after the date on which the securities of the Company are first listed on a United States national securities exchange (such date, the "Listing Date"); ● An additional 30% of the warrants beginning nine months after the Listing Date; and ● The remainder of the warrants beginning twelve months after the Listing Date. As of December 31, 2019, the Company sold 9,782,609 shares of Series B Preferred Stock, which contained 839,952 underlying warrants to purchase common stock based on the exercise price and vesting schedule outlined above. During the year ended December 31, 2020, the Company sold an additional 6,521,738 shares of Series B Preferred Stock, which contained 559,969 underlying warrants to purchase common stock based on the exercise price and vesting schedule outlined above. These warrants were equity classified and the fair value of $5,208,700 is reflected as additional paid-in capital. On June 8, 2020, the Company agreed to amend the warrant vesting schedule such that the warrants became immediately exercisable for each warrant holder. On June 8, 2020, warrant holders exercised their option to purchase 335,982 shares of common stock for proceeds of $1,200. Then, on June 10, 2020, warrant holders exercised their option to purchase an additional 1,063,939 shares of common stock for proceeds of $3,700. There are no warrants underlying Series B Preferred Stock outstanding as of December 31, 2020. The Black-Scholes option-pricing model was used to estimate the fair value of the warrants with the following weighted-average assumptions for the years ended December 31: 2020 2019 Risk-free interest rate 1.54% - 1.88 % 1.54% - 1.84 % Expected volatility 71.95% - 72.71 % 71.95% - 72.20 % Expected life (years) 10.00 10.00 Expected dividend yield 0 % 0 % Representative's Warrants — These warrants were equity classified and the fair value of $377,000 is reflected as additional paid-in capital. The Black-Scholes option-pricing 2020 Risk-free interest rate 0.18 % Expected volatility 94.08 % Expected life (years) 2.74 Expected dividend yield 0 % |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
STOCK-BASED COMPENSATION | ||
STOCK-BASED COMPENSATION | 10. 2017 Stock Incentive Plan — Stock Options There were no options granted during the three months ended March 31, 2021. 2020 Risk-free interest rate 1.59% - 2.92 % Expected volatility 72.29% - 78.16 % Expected life (years) 4.93 – 6.07 Expected dividend yield 0 % The fair value of the common shares underlying the stock options has historically been determined by the board of directors, with input from management. Because there was no public market for the Company’s common shares prior to October 15, 2020, the board of directors determined the fair value of the common shares at the time of grant of the stock option by considering a number of objective and subjective factors, including important developments in the Company’s operations, third-party valuations performed, sales of Series A-1 Preferred Stock, sales of Series B Preferred Stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common shares, among other factors. The following table summarizes the activity for all stock options outstanding at March 31 under the Plan: 2021 2020 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of year 489,718 $ 10.03 598,083 $ 11.11 Granted — — 17,631 12.02 Exercised — — — — Cancelled and forfeited (57,149) 17.88 (30,768) 11.88 Balance at December 31 432,569 $ 8.99 584,946 $ 11.09 Options exercisable at December 31: 408,306 $ 8.75 361,720 $ 7.67 Weighted average grant date fair value for options granted during the year: $ — $ 35.62 The following table summarizes additional information about stock options outstanding and exercisable at March 31, 2021 and 2020 under the Plan: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Aggregate Average Aggregate As of Options Contractual Exercise Intrinsic Options Exercise Intrinsic March 31, Outstanding Life Price Value Exercisable Price Value 2021 432,569 6.72 $ 8.99 $ 839,700 408,306 $ 8.75 $ 269,514 2020 584,946 8.02 $ 11.09 $ 18,712,900 361,720 $ 7.67 $ 12,808,800 Total stock compensation expense recognized from stock-based compensation awards classified as stock options were recognized in the condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020 as follows: 2021 2020 Research and development $ 19,000 $ 425,000 General and administrative 102,000 31,000 Total $ 121,000 $ 456,000 On August 20, 2020, the board of directors canceled and terminated 15,792 stock options, granted during the quarter ended June 30, 2020 to four non-employees. Thereafter, on August 20, 2020, the board of directors granted 21,112 stock options to the same individuals with a grant date fair value of $12.81 per share. There were 3,959 stock option grants that were considered vested on the grant date. The effects of the stock option modifications resulted in $20,900 of stock compensation expense allocable to general and administrative for the three months ended March 31, 2021. Included in that amount were $9,600 of incremental compensation costs resulting from the modifications for the three months ended March 31, 2021. As of March 31, 2021, total unrecognized stock compensation expense is $252,700, related to unvested stock options to be recognized over the remaining weighted-average vesting period of 1.25 years. 2017 Stock Incentive Plan — Restricted Stock Units In January 2017, the Company’s board of directors approved the adoption of the Plan. The Plan permits the Company to grant up to 1,708,615 shares of the Company’s common stock awards, including incentive stock options; non-statutory stock options; and conditional share awards to employees, directors, and consultants of the Company. All granted shares that are canceled, forfeited, or expired are returned to the Plan and are available for grant in conjunction with the issuance of new common stock awards. Restricted stock units (“RSUs”) vest over a specified amount of time or when certain performance metrics are achieved by the Company. The fair value of the common shares underlying the RSUs has historically been determined by the board of directors, with input from management. As there was no public market for Company’s common shares prior to October 15, 2020, the board of directors determined the fair value of the common shares at the time of grant of the RSUs by considering a number of objective and subjective factors, including important developments in the Company’s operations, third-party valuations performed, sales of Series A-1 Preferred Stock, sales of Series B Preferred Stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common shares, among other factors. The following table summarizes the activity for all RSUs outstanding at March 31 under the Plan: 2021 2020 Weighted Average Weighted Average Grant Date Grant Date Fair Value Fair Value Shares Per Share Shares Per Share Nonvested RSUs at beginning of year 946,245 $ 12.81 — $ — Granted 6,019 9.00 — — Vested — — — — Cancelled and forfeited — — — — Nonvested RSUs at December 31 952,264 $ 12.79 — $ — On August 20, 2020, the board of directors canceled and terminated 709,334 RSUs, granted during the quarter ended June 30, 2020. The cancelled RSUs were originally granted to five individuals with a grant date fair value of $12.87 per share. Thereafter, on August 20, 2020, the board of directors granted 946,245 RSUs to the same individuals with a grant date fair value of $12.81 per share. None of the RSU grants were considered vested on the grant date. The RSU grants were modified for three employees and two non-employees. The effects of the RSU modifications resulted in $267,700 and $556,600 of stock compensation expense allocable to research and development and general and administrative, respectively, during the three months ended March 31, 2021. Included in those amounts were incremental compensation costs of $20,400 and $44,700 of stock compensation expense allocable to research and development and general and administrative, respectively, during the three months ended March 31, 2021. | 11. 2017 Stock Incentive Plan — Stock Options The Black-Scholes option-pricing model was used to estimate the fair value of stock options with the following weighted-average assumptions for the years ended December 31: 2020 2019 Risk-free interest rate 0.15% - 2.92 % 1.60% - 2.92 % Expected volatility 72.29% - 82.52 % 72.29% - 78.16 % Expected life (years) 4.93 – 6.07 4.93 – 6.07 Expected dividend yield 0 % 0 % The fair value of the common shares underlying the stock options has historically been determined by the board of directors, with input from management. Because there was no public market for the Company’s common shares prior to October 15, 2020, the board of directors determined the fair value of the common shares at the time of grant of the stock option by considering a number of objective and subjective factors, including important developments in the Company’s operations, third-party valuations performed, sales of Series A-1 Preferred Stock, sales of Series B Preferred Stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common shares, among other factors. The following table summarizes the activity for all stock options outstanding at December 31 under the Plan: 2020 2019 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of year 598,083 $ 11.04 520,517 $ 8.64 Granted 86,536 17.95 209,505 17.29 Exercised — — (1,719) 6.64 Cancelled and forfeited (194,901) 15.06 (130,220) 11.56 Balance at December 31 489,718 $ 10.03 598,083 $ 11.04 Options exercisable at December 31: 441,430 $ 9.50 368,527 $ 7.72 Weighted average grant date fair value for options granted during the year: $ 17.43 $ 10.82 The following table summarizes additional information about stock options outstanding and exercisable at December 31, 2020 and 2019 under the Plan: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Aggregate Average Aggregate As of Options Contractual Exercise Intrinsic Options Exercise Intrinsic December 31, Outstanding Life Price Value Exercisable Price Value 2020 489,718 6.37 $ 10.03 $ 554,900 441,430 $ 9.50 $ — 2019 598,083 8.07 $ 11.04 $ 19,163,700 368,527 $ 7.72 $ 13,031,000 Total stock compensation expense recognized from stock-based compensation awards classified as stock options were recognized in the consolidated statements of operations for the years ended December 31, 2020 and 2019 as follows: 2020 2019 Research and development $ 1,008,000 $ 332,000 General and administrative 332,000 190,900 Total $ 1,340,000 $ 522,900 On August 20, 2020, the board of directors canceled and terminated 15,792 stock options, granted during the quarter ended June 30, 2020 to four non-employees. Thereafter, on August 20, 2020, the board of directors granted 21,112 stock options to the same individuals with a grant date fair value of $12.81 per share. There were 3,959 stock option grants that were considered vested on the grant date. The effects of the stock option modifications resulted in $65,900 of stock compensation expense allocable to general and administrative for the year December 31, 2020. Included in that amount were $34,800 of incremental compensation costs resulting from the modifications for the year ended December 31, 2020. As of December 31, 2020, total unrecognized stock compensation expense is $473,900, related to unvested stock options to be recognized over the remaining weighted-average vesting period of 1.79 years. 2017 Stock Incentive Plan — Restricted Stock Units In January 2017, the Company’s board of directors approved the adoption of the Plan. The Plan permits the Company to grant up to 1,708,615 shares of the Company’s common stock awards, including incentive stock options; non-statutory stock options; and conditional share awards to employees, directors, and consultants of the Company. All granted shares that are canceled, forfeited, or expired are returned to the Plan and are available for grant in conjunction with the issuance of new common stock awards. Restricted stock units (“RSUs”) vest over a specified amount of time or when certain performance metrics are achieved by the Company. The fair value of the common shares underlying the RSUs has historically been determined by the board of directors, with input from management. As there was no public market for Company’s common shares prior to October 15, 2020, the board of directors determined the fair value of the common shares at the time of grant of the RSUs by considering a number of objective and subjective factors, including important developments in the Company’s operations, third-party valuations performed, sales of Series A-1 Preferred Stock, sales of Series B Preferred Stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common shares, among other factors. The following table summarizes the activity for all RSUs outstanding at December 31 under the Plan: 2020 Weighted Average Grant Date Fair Value Shares Per Share Nonvested RSUs at beginning of year — $ — Granted 1,655,579 12.84 Vested — — Cancelled and forfeited (709,334) 12.87 Nonvested RSUs at December 31 946,245 $ 12.81 During the year ended December 31, 2020, 1,655,579 RSUs were granted and 709,334 RSUs were cancelled. During the year ended December 31, 2020, no RSUs vested. No RSUs were granted On August 20, 2020, the board of directors canceled and terminated 709,334 RSUs, granted during the quarter ended June 30, 2020. The cancelled RSUs were originally granted to five individuals with a grant date fair value of $12.87 per share. Thereafter, on August 20, 2020, the board of directors granted 946,245 RSUs to the same individuals with a grant date fair value of $12.81 per share. None of the RSU grants were considered vested on the grant date. The RSU grants were modified for three employees and two non-employees. The effects of the RSU modifications resulted in $748,400 and $1,725,300 of stock compensation expense allocable to research and development and general and administrative, respectively, during the year ended December 31, 2020. Included in those amounts were incremental compensation costs of $166,900 and $402,700 of stock compensation expense allocable to research and development and general and administrative, respectively, during the year ended December 31, 2020. |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
INCOME TAXES | 11. The Company’s effective tax rate from continuing operations was 0% for the three months ended March 31, 2021 and 2020. The Company recorded no income tax provision for the three months ended March 31, 2021 and 2020. The provision for income taxes during the interim reporting periods is calculated by applying an estimate of the annual effective tax rate for the full fiscal year to "ordinary" income or loss for the reporting period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to several factors, including changes in the mix of the pre-tax income and the jurisdictions to which it relates, changes in tax laws, business reorganizations and settlements with taxing authorities. The income tax rates vary from the US federal statutory rate of 21% primarily due to the full valuation allowance on the Company’s deferred tax assets. The Company has recorded the full valuation allowance based on an evaluation of both positive and negative evidence, including latest forecasts and cumulative losses in recent years. The Company has concluded that it was more likely than not that none of its deferred tax assets would be realized. | 12. For the years ended December 31, 2020 and 2019, the Company recognized no provision or benefit from income taxes. The following is a reconciliation of the effective income tax rate to the statutory federal income tax rate for the years ended December 31, 2020 and 2019. 2020 2019 Federal income tax at statutory rates 21.00 % 21.00 % Federal income tax rate reduction — % — % Change in valuation allowance (21.00) (21.00) Effective income tax rate — % — % Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. The Company recorded a valuation allowance to fully offset the net deferred tax asset, because it is more likely than not that the Company will not realize future benefits associated with these deferred tax assets as of December 31, 2020 and 2019 due to the significant uncertainty about the realization of the deferred tax asset until the Company can operate profitably. The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets are as follows as of December 31: 2020 2019 Deferred tax assets (liabilities): Net operating loss carryforward $ 3,842,900 $ 2,605,400 Stock compensation expense 3,379,000 597,400 Intangible assets 23,600 27,800 Total gross deferred tax assets 7,245,500 3,230,600 Valuation allowance (7,061,600) (3,198,100) Property and equipment (183,900) (32,500) Net deferred tax assets (liabilities) — — As of December 31, 2020 and 2019, the Company has a US net operating loss ("NOL") carryforward of $18,299,500 and $12,406,800, respectively. The NOL carryforwards may be subject to annual limitations due to "change in ownership" provisions of Internal Revenue Code Section 382 ("Section 382") that can be triggered due to future ownership changes. Additionally, the NOL loss carryforwards are subject to examination and adjustments by the Internal Revenue Service until the statute of limitations closes on the year in which the NOL is utilized. As of December 31, 2020 and 2019, there were no material uncertain tax positions taken by the Company. Additionally, the Company does not expect any unrecognized tax benefits to change significantly over the next twelve months. As of December 31, 2020, the Company is not currently under audit by any income tax authority. On March 27, 2020, in response to the COVID-19 pandemic, the president of the United States signed the CARES Act. The Company does not expect there to be any significant benefit to its income tax provision as a result of the CARES Act, and the Company continues to monitor for any potential tax legislation related to the COVID-19 pandemic. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | 12. During the three months ended March 31, 2020, the Company maintained two separate consulting agreements with the Company's Chief Strategy and Innovation Officer (the "CSIO"), and the Chief Financial Officer and Chief Operating Officer (the "CFO and COO"). Beginning in the year ended December 31, 2014, the Company entered into its first consulting agreement with the CSIO. Pursuant to the amended agreement dated July 20, 2018, the CSIO is entitled to a consulting fee of $400 per hour, provided that he is limited to nineteen (19) hours per month unless he obtains approval from the Company's Chief Executive Officer. The consulting agreement indicates that the CSIO will provide a leadership role for the Company's business development strategies. The consulting fees paid to the CSIO totaled $0 and $319,300 in the three months ended March 31, 2021 and 2020, respectively. Beginning in the year ended December 31, 2018, the Company entered into its first consulting agreement with the CFO and COO. Initially, his title was "Consultant", and the Company changed his title to CFO and COO on October 25, 2019. The CFO and COO was elected as a director of the Company on January 17, 2020. Pursuant to the agreement on April 18, 2018 and amended on September 4, 2019, the CFO and COO is entitled to a consulting fee of $2,500 per month amended to $10,000 per month. The consulting fees paid to the CFO and COO totaled $0 and $30,000 in the three months ended March 31, 2021 and 2020, respectively. After the Company completed the IPO on October 15, 2020, the CFO and COO and the CSIO became full time employees. | 13. During the year ended December 31, 2020, the Company maintained two separate consulting agreements with the Company’s CSIO and the Company’s CFO and COO. Those consulting agreements were terminated after the completion of the IPO in October 2020. Beginning in the year ended December 31, 2014, the Company entered into its first consulting agreement with the CSIO. Pursuant to the amended agreement dated July 20, 2018, the CSIO was entitled to a consulting fee of $400 per hour, provided that he is limited to nineteen (19) hours per month unless he obtains approval from the Company’s Chief Executive Officer. The consulting agreement indicates that the CSIO will provide a leadership role for the Company’s business development strategies. The consulting fees paid to the CSIO totaled $579,700 and $207,800 in the years ended December 31, 2020 and 2019, respectively. In addition, the Company issued the CSIO 320,000 shares of common stock on June 19, 2020 in exchange for services rendered and no cash considerations. See Note 10. Beginning in the year ended December 31, 2018, the Company entered into its first consulting agreement with the CFO and COO. Initially, his title was "Consultant", and the Company changed his title to CFO and COO on October 25, 2019. The CFO and COO was elected as a director of the Company on January 17, 2020. Pursuant to the agreement on April 18, 2018 and amended on September 4, 2019, the CFO and COO is entitled to a consulting fee of $2,500 per month amended to $10,000 per month plus discretionary bonuses approved by management. The consulting fees paid to the CFO and COO totaled $140,000 and $67,500 in the years ended December 31, 2020 and 2019, respectively. In addition, the Company issued the CFO and COO 402,000 shares of common stock on June 19, 2020 in exchange for services rendered and no cash considerations. See Note 10. On June 8, 2020, the Company issued the Chief Medical Officer and another employee 3,106 and 430 shares of common stock, respectively. The shares were issued in exchange for services rendered and no cash |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | 13. Research Grant Agreement with University of Texas MD Anderson Cancer Center On April 8, 2021, the Company entered into a letter of intent (the “Letter of Intent”) with the University of Texas MD Anderson Cancer Center (“MD Anderson”) pursuant to which MD Anderson shall receive a research grant from the Company titled, “Validation of biomarker isomeso for pancreatic cancer,” which is aimed at discovering new cancer-specific antigen targets (the “Grant”). The total costs to the Company to be paid in connection with the Grant shall be $300,000. Pursuant to the Letter of Intent, the Grant shall commence on April 1, 2021 and end on March 31, 2022. | 14. Strategic Alliance Agreement with Leon Office (H.K.) On January 28, 2021, the Company executed a strategic alliance agreement with Leon Office (H.K.) (“Leon”) a company established under existing laws of Hong Kong. It is intended that Leon acts as an independent business development advisor on behalf of the Company. Leon will seek to introduce organizations and individuals that will create business development opportunities for the Company, to expand the Company’s reach to international markets with a focus on certain Asian markets and to increase brand recognition and exposure through developing liaisons, collaborations, branches and subsidiaries. The cost of the agreement is $360,000 annually, payable in four quarterly installments. Loan Payable Forgiveness During the year ended December 31, 2020, the Company applied for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. On February 16, 2021 the SBA granted forgiveness of the SBA Loan and all applicable interest. On the date of forgiveness, the principal and accrued interest totaled $105,600 and $300, respectively. Lease Facility Expansion On March 22, 2020, the Company’s board of directors approved a lease expansion within its premises in Houston, Texas. The amended lease agreement will commence on August 1, 2021 under an operating lease agreement that is noncancelable from commencement until May 1, 2024. The amended lease agreement adds approximately 15,385 square feet. The Company has the option to cancel the lease thereafter until the agreement expires on May 1, 2026. The termination date is effective after 90 days notice of cancellation. If the Company exercises the cancellation option, the Company must also pay the lessor a termination payment equal to three months of base rent. The future minimum commitments under the amended lease agreement will be as follows: Amount 2021 $ 380,600 2022 546,700 2023 551,100 2024 461,200 Total $ 1,939,600 Legal Complaint Filed Against the Company A complaint was filed on March 22, 2021 in the Court of Chancery of the State of Delaware against the Company by a former consultant and director. The complaint alleges, among other things, that the plaintiff is entitled to additional stock options and he is seeking declaratory judgment and specific performance. The Company believes that all of the claims in the complaint are without merit and the Company intends to defend vigorously against them. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information (Accounting Standards Codification ("ASC") 270, Interim Reporting) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a full presentation of financial position, results of operations, and cash flows in conformity GAAP. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. All intercompany balances were eliminated upon consolidation. | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany balances were eliminated upon consolidation. Operating results for the year ended December 31, 2020 are not necessarily indicative of results to be expected for any future year. On December 17, 2019, the Company completed a 1-for-10 reverse stock split of its outstanding common stock. On June 17, 2020, the Company completed a 1-for-3.494 reverse stock split of its outstanding common stock. Accordingly, unless otherwise noted, all share and per share information has been restated to retroactively show the effect of these stock splits. |
Use of Estimates | Use of Estimates — | Use of Estimates — |
Cash and Cash Equivalents | Cash and Cash Equivalents — | Cash and Cash Equivalents — |
Concentrations of Credit Risk and Other Uncertainties | Concentrations of Credit Risk and Other Uncertainties — The Company is subject to certain risks and uncertainties from changes in any of the following areas that the Company believes could have a material adverse effect on future financial position or results of operations: the ability to obtain regulatory approval and market acceptance of, and reimbursement for, the Company’s product candidates; the performance of third-party clinical research organizations and manufacturers; protection of the intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; the Company’s ability to attract and retain employees necessary to support commercial success; and changes in the industry or customer requirements including the emergence of competitive products with new capabilities. | Concentrations of Credit Risk and Other Uncertainties — The Company is subject to certain risks and uncertainties from changes in any of the following areas that the Company believes could have a material adverse effect on future financial position or results of operations: the ability to obtain regulatory approval and market acceptance of, and reimbursement for, the Company’s product candidates; the performance of third-party clinical research organizations and manufacturers; protection of the intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; the Company’s ability to attract and retain employees necessary to support commercial success; and changes in the industry or customer requirements including the emergence of competitive products with new capabilities. The Company records receivables resulting from activities under its research grant from the NIH. Management believes that the Company is not exposed to significant credit risk due to the financial strength of the granting agency. |
Deposit | Deposit — | Deposit — |
Inventories | Inventories — | |
Deferred Initial Public Offering Costs | Deferred Initial Public Offering Costs — Equity, During the year ended December 31, 2020, the Company classified deferred offering costs of $2,667,300 as a reduction to additional paid-in capital upon completion of the Company's IPO on October 15, 2020. As of December 31, 2020 and 2019, there were no deferred offering costs recorded on the Company's consolidated balance sheets. | |
Property and Equipment | Property and Equipment — 1 Estimated useful lives of property and equipment are as follows for the major classes of assets: Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 | Property and Equipment — 1 Estimated useful lives of property and equipment are as follows for the major classes of assets: Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 |
Internal Use Software Development Costs | Internal Use Software Development Costs — | Internal Use Software Development Costs — |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets — | Impairment of Long-Lived Assets — |
Comprehensive Loss | Comprehensive Loss — | Comprehensive Loss — |
Income Taxes | Income Taxes — Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such temporary differences are expected to be recovered or settled. The Company records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes | Income Taxes — Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such temporary differences are expected to be recovered or settled. The Company records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes |
Research and Development Expense | Research and Development Expense — The Company accrues and expenses costs of services provided by contract research organizations in connection with preclinical studies and contract manufacturing organizations engaged to manufacture clinical trial material, costs of licensing technology, and costs of services provided by research organizations and service providers. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. | Research and Development Expense — The Company accrues and expenses costs of services provided by contract research organizations in connection with preclinical studies and contract manufacturing organizations engaged to manufacture clinical trial material, costs of licensing technology, and costs of services provided by research organizations and service providers. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. |
Proceeds from Grants | Proceeds from Grants — | Proceeds from Grants — |
Convertible Promissory Notes Derivative Liability | Convertible Promissory Notes Derivative Liability — Upon repurchase of convertible promissory notes, ASC 470, Debt | |
Fair Value Measurements | Fair Value Measurements — Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levels during the three months ended March 31, 2021 and 2020. | Fair Value Measurements — Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levels during the years ended December 31, 2020 and 2019. The Company’s liabilities that were measured at fair value on a non-recurring and recurring basis converted into Series A-1 Preferred Stock as of December 31, 2019. Per ASC 820, the fair values of the convertible promissory notes are measured on a non-recurring basis at the relevant measurement date. The fair value of convertible promissory notes embedded derivative liability is measured on a recurring basis at the end of each reporting period. Rollforward of Level 3 Liabilities Measured at Fair Value on a Non-Recurring Basis: December 31, December 31, 2020 2019 Convertible promissory notes Beginning balance $ — $ — Amounts allocated to the embedded derivative liability at inception (at fair value) — (21,000) Conversions from accounts payable into convertible promissory notes — 134,800 Proceeds from issuances of convertible promissory notes — 250,000 Conversions into Series A‑1 Stock — (363,800) Ending balance $ — $ — Rollforward of Level 3 Liabilities Measured at Fair Value on a Recurring Basis: Convertible promissory note embedded derivative liability Beginning balance $ — $ — Realized and unrealized gains and losses — 2,000 Fair value of embedded derivative liability at inception — 21,000 Amounts derecognized upon conversion of the related convertible promissory notes — (23,000) Ending balance $ — $ — |
Nonvested Stock Options and Restricted Stock Units | Nonvested Stock Options and Restricted Stock Units — The vesting conditions for stock options include annual, and monthly. Annual vesting conditions are for four years. Monthly vesting conditions range from 10 10-year The vesting conditions for restricted stock units include cliff vesting conditions. Certain restricted stock units vest with a range of 6 to 12 months following the expiration of employee lock-up agreements. Certain restricted stock units vest based on the later of achievement of key milestones or the expiration of employee lock-up agreements. When nonvested restricted stock units are vested, they become exercisable over a 10-year | Nonvested Stock Options and Restricted Stock Units — The vesting conditions for stock options include annual, and monthly options. Annual vesting conditions are for four years. Monthly vesting conditions range from 10 The vesting conditions for restricted stock units include cliff vesting conditions. Certain restricted stock units vest with a range of 6 to 12 months following the expiration of employee lock-up agreements. Certain restricted stock units vest based on the later of achievement of key milestones or the expiration of employee lock-up agreements. When nonvested restricted stock units are vested, they become exercisable over a 10 year period from grant date. |
Stock-Based Compensation | Stock-Based Compensation — Compensation — Stock Compensation Until the Company’s common stock became publicly traded, the board of directors’ approach to estimating the fair value of the Company’s common stock includes utilizing methods outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately- Held Company Equity Securities Issued as Compensation . The Company estimates the grant-date fair value of stock options using the Black-Scholes model and the assumptions used to value such stock options are determined as follows: Expected Term. Risk-Free Interest Rate. Volatility. Dividend Yield. Common Stock Valuations. The Company did not grant any stock options during the three months ended March 31, 2021. During the three months ended March 31, 2020, the Company’s board of directors, with input from management and third-party valuations, determined the fair value of the common stock underlying all stock-based compensation grants. The Company believes that the board of directors had the relevant experience and expertise to determine the fair value of the Company’s common stock before the Company’s common stock became publicly traded. The board of directors exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each grant date. ● valuations of the common stock performed by third-party specialists; ● the prices, rights, preferences, and privileges of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock relative to those of the Company’s common stock; ● lack of marketability of the common stock; ● current business conditions and projections; ● hiring of key personnel and the experience of management; ● the Company’s stage of development; ● likelihood of achieving a liquidity event, such as an initial public offering, a merger or acquisition of the Company given prevailing market conditions, or other liquidation event; ● the market performance of comparable publicly traded companies; and ● the US and global capital market conditions. In valuing the common stock, the board of directors determined the equity value of the Company’s business using various valuation methods including combinations of income and market approaches. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in the Company’s industry or similar business operations as of each valuation date and is adjusted to reflect the risks inherent in the Company’s cash flows. The market approach references actual transactions involving (i) the subject being valued, or (ii) similar assets and/or enterprises. For each valuation, the equity value determined by the income and market approaches was then allocated to the common stock using either the option pricing method (“OPM”) or probability — weighted expected return model (“PWERM”). The option pricing method is based on the Black-Scholes option valuation model, which allows for the identification of a range of possible future outcomes, each with an associated probability. The OPM is appropriate to use when the range of possible future outcomes is difficult to predict and thus creates highly speculative forecasts. In general, while simple in its application, management did not use the OPM approach when considering allocation techniques for the valuation of equity interests in early stage, privately held life science companies. Management determined that applying the OPM would violate the major assumptions of the Black Scholes option valuation model approach. Additionally, the simulation approach can generally be reasonably approximated by a scenario-based approach like the PWERM as described below. PWERM involves a forward-looking analysis of the possible future outcomes of the enterprise. This method is particularly useful when discrete future outcomes can be predicted at a relatively high confidence level with a probability distribution. Discrete future outcomes considered under the PWERM include an initial public offering, as well as non-initial public offering market-based outcomes. Determining the fair value of the enterprise using the PWERM requires the Company to develop assumptions and estimates for both the probability of an initial public offering liquidity event and stay private outcomes, as well as the values the Company expects those outcomes could yield. From February 2018 to October 2020, the Company has valued its common stock based on a PWERM. Application of the Company’s approach involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding expected future revenue, expenses, and future cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact valuations as of each valuation date and may have a material impact on the valuation of the common stock. For valuations after the completion of an initial public offering, the board of directors will determine the fair value of each share of underlying common stock based on the closing price of the common stock as reported on the date of grant. Future expense amounts for any particular period could be affected by changes in assumptions or market conditions. For valuations after the completion of an initial public offering, the fair value of each share granted by the board of directors will be equal to the closing price of the common stock on the date of grant | Stock-Based Compensation — Compensation — Stock Compensation Until the Company’s common stock became publicly traded, the board of directors’ approach to estimating the fair value of the Company’s common stock includes utilizing methods outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately- Held Company Equity Securities Issued as Compensation The Company estimates the grant-date fair value of stock options using the Black-Scholes model and the assumptions used to value such stock options are determined as follows: Expected Term. Risk-Free Interest Rate. Volatility. Dividend Yield. Common Stock Valuations. Valuation of Privately-Held Company Equity Securities Issued as Compensation ● valuations of the common stock performed by third-party specialists; ● the prices, rights, preferences, and privileges of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock relative to those of the Company’s common stock; ● lack of marketability of the common stock; ● current business conditions and projections; ● hiring of key personnel and the experience of management; ● the Company’s stage of development; ● likelihood of achieving a liquidity event, such as an initial public offering, a merger or acquisition of the Company given prevailing market conditions, or other liquidation event; ● the market performance of comparable publicly traded companies; and ● the US and global capital market conditions. In valuing the common stock, the board of directors determined the equity value of the Company’s business using various valuation methods including combinations of income and market approaches. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in the Company’s industry or similar business operations as of each valuation date and is adjusted to reflect the risks inherent in the Company’s cash flows. The market approach references actual transactions involving (i) the subject being valued, or (ii) similar assets and/or enterprises. For each valuation, the equity value determined by the income and market approaches was then allocated to the common stock using either the option pricing method (“OPM”) or probability — weighted expected return model (“PWERM”). The option pricing method is based on the Black-Scholes option valuation model, which allows for the identification of a range of possible future outcomes, each with an associated probability. The OPM is appropriate to use when the range of possible future outcomes is difficult to predict and thus creates highly speculative forecasts. In general, while simple in its application, management did not use the OPM approach when considering allocation techniques for the valuation of equity interests in early stage, privately held life science companies. Management determined that applying the OPM would violate the major assumptions of the Black Scholes option valuation model approach. Additionally, the simulation approach can generally be reasonably approximated by a scenario-based approach like the PWERM as described below. PWERM involves a forward-looking analysis of the possible future outcomes of the enterprise. This method is particularly useful when discrete future outcomes can be predicted at a relatively high confidence level with a probability distribution. Discrete future outcomes considered under the PWERM include an initial public offering, as well as non- initial public offering market-based outcomes. Determining the fair value of the enterprise using the PWERM requires the Company to develop assumptions and estimates for both the probability of an initial public offering liquidity event and stay private outcomes, as well as the values the Company expects those outcomes could yield. Since February 2018, the Company has valued its common stock based on a PWERM. Application of the Company’s approach involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding expected future revenue, expenses, and future cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact valuations as of each valuation date and may have a material impact on the valuation of the common stock. For valuations after the completion of an initial public offering, the fair value of each share granted by the board of directors will be equal to the closing price of the common stock on the date of grant. Warrants Underlying Shares IPO common stock — Debt with conversion and other options The Company estimated the fair value of warrants underlying shares of IPO common stock using the Black-Scholes option-valuation model and the assumptions used to value such warrants are determined as follows: Expected Term . Risk-Free Interest Rate . Volatility . Dividend Yield . Common Stock Valuations . Exercise Price . |
Segment Data | Segment Data — | Segment Data — |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements — In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases In June 2016, FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) | Recently Issued Accounting Pronouncements — In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases In June 2016, FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) On January 1, 2019, the Company adopted ASU 2016-15 (Topic 230), Classification of Certain Cash Receipts and Payments |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of estimated useful lives of property and equipment | Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 | Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 |
Schedule of Level 3 liabilities measured at fair value on a recurring and nonrecurring basis | December 31, December 31, 2020 2019 Convertible promissory notes Beginning balance $ — $ — Amounts allocated to the embedded derivative liability at inception (at fair value) — (21,000) Conversions from accounts payable into convertible promissory notes — 134,800 Proceeds from issuances of convertible promissory notes — 250,000 Conversions into Series A‑1 Stock — (363,800) Ending balance $ — $ — Rollforward of Level 3 Liabilities Measured at Fair Value on a Recurring Basis: Convertible promissory note embedded derivative liability Beginning balance $ — $ — Realized and unrealized gains and losses — 2,000 Fair value of embedded derivative liability at inception — 21,000 Amounts derecognized upon conversion of the related convertible promissory notes — (23,000) Ending balance $ — $ — |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
NET LOSS PER COMMON SHARE | ||
Schedule of earnings per share, basic and diluted | Three Months Ended March 31, 2021 2020 Net loss $ (3,854,500) $ (1,852,700) Less: Series B Preferred Stock discount amortization — (368,400) Less: IPO Common Stock discount amortization (24,700) — Net loss attributable to common shareholders, basic and diluted $ (3,879,200) $ (2,221,100) Weighted average common shares outstanding, basic and diluted 7,332,999 2,863,812 Net loss per common share, basic and diluted $ (0.53) $ (0.78) | Years Ended December 31, 2020 2019 Net loss $ (19,200,200) $ (3,727,900) Less: Accretion and settlement of Series B Preferred Stock dividend — (40,000) Less: Series B Preferred Stock discount amortization (692,700) (210,600) Less: IPO Common Stock discount amortization (19,700) — Net loss attributable to common shareholders, basic and diluted $ (19,912,600) $ (3,978,500) Weighted average common shares outstanding, basic and diluted 4,505,867 2,862,809 Net loss per common share, basic and diluted $ (4.42) $ (1.39) |
Schedule of antidilutive securities excluded from computation of earnings per share | March 31, March 31, 2021 2020 Stock options to purchase 677 404,391 Restricted Stock Units 32,000 — Series A‑1 Preferred Stock — 624,594 Series B Preferred Stock — 469,136 Warrants underlying Series B Preferred Stock — 1,399,807 Total 32,677 2,897,928 | For the years ended December 31, 2020 and 2019, potentially dilutive securities excluded from the computations of diluted weighted-average common shares outstanding were (in shares): December 31, December 31, 2020 2019 Stock options to purchase 1,647 75,405 Restricted Stock Units 95,815 — Series A‑1 Preferred Stock — 624,594 Series B Preferred Stock — 282,478 Warrants underlying Series B Preferred Stock — 839,784 Total 97,462 1,822,261 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
Schedule of property and equipment | March 31, December 31, 2021 2020 Equipment $ 1,138,900 $ 780,500 Leasehold improvements 1,274,600 1,229,700 Office furniture, fixtures, and equipment 16,600 16,600 Software 151,700 151,700 Construction in progress 355,000 449,200 2,936,800 2,627,700 Less: Accumulated depreciation (657,300) (561,700) Total $ 2,279,500 $ 2,066,000 | 2020 2019 Equipment $ 780,500 $ 488,800 Leasehold improvements 1,229,700 302,700 Office furniture, fixtures, and equipment 16,600 16,600 Software 151,700 141,500 Construction in progress 449,200 — 2,627,700 949,600 Less: Accumulated depreciation (561,700) (361,700) Total $ 2,066,000 $ 587,900 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Schedule of accrued expenses and other current liabilities | March 31, December 31, 2021 2020 Accrued consulting and outside services $ 173,900 $ 143,200 Accrued compensation 95,000 191,000 Total $ 268,900 $ 334,200 | 2020 2019 Accrued consulting and outside services $ 143,200 $ 221,300 Accrued compensation 191,000 — Total $ 334,200 $ 221,300 |
CONVERTIBLE PROMISSORY NOTES (T
CONVERTIBLE PROMISSORY NOTES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
CONVERTIBLE PROMISSORY NOTES | |
Schedule of initial value of issuances and the bifurcated embedded derivative liability | 2020 2019 Convertible promissory notes- issuances $ — $ 250,000 Conversion of accounts payable into convertible promissory notes — 134,800 Total issuances and conversions into convertible promissory notes — 384,800 Embedded derivative liability Initial fair value upon issuance of convertible promissory notes — 21,000 Realized and unrealized gains and losses — 2,000 Converted embedded derivative liability into Series A‑1 Preferred Stock — (23,000) Embedded derivative liability balance at December 31 $ — $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
Schedule of future minimum rental payments for operating leases | Amount 2021 $ 316,600 2022 546,700 2023 551,100 2024 461,200 Total $ 1,875,600 | As of December 31, 2020, future minimum commitments under the facility lease agreement are as follows: Amount 2021 $ 265,200 2022 269,700 2023 274,200 2024 230,400 Total $ 1,039,500 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Schedule of initial value of issuances allocated to IPO common stock, IPO common stock discount amortized and value of IPO common stock converted into additional paid-in-capital | 2021 Common Stock Balance at January 1, $ 11,975,400 Common stock IPO discount amortization 24,700 Balance at March 31, $ 12,000,100 | 2020 Common Stock Balance at January 1, $ — Common stock IPO proceeds, net of issuance costs 12,332,700 Common stock IPO discount (377,000) Common stock IPO discount amortization 19,700 Balance at December 31, $ 11,975,400 |
Schedule of initial value of issuances allocated to Series B Preferred Stock and the Series B Preferred Stock discount amortized | 2020 Series B Preferred Stock Balance at January 1, $ 1,306,900 Series B Preferred Stock proceeds 3,000,000 Series B Preferred Stock discount (2,668,300) Series B Preferred Stock discount amortization 368,400 Balance at March 31, $ 2,007,000 | 2020 2019 Series B Preferred Stock Balance at January 1, $ 1,306,900 $ 4,500,000 Series B Preferred Stock proceeds 3,000,000 (3,443,700) Series B Preferred Stock discount (2,668,300) 210,600 Series B Preferred Stock discount amortization 692,700 40,000 Series B Preferred Stock conversion to common stock (2,331,300) — Balance at December 31, $ — $ 1,306,900 |
Common Stock Warrants - Representative | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Schedule of assumptions used to estimate fair value of warrants | 2020 Risk-free interest rate 0.18 % Expected volatility 94.08 % Expected life (years) 2.74 Expected dividend yield 0 % | 2020 Risk-free interest rate 0.18 % Expected volatility 94.08 % Expected life (years) 2.74 Expected dividend yield 0 % |
Series B Preferred Stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Schedule of assumptions used to estimate fair value of warrants | March 31, 2020 Risk-free interest rate 1.54% - 1.88 % Expected volatility 71.95% - 72.71 % Expected life (years) 10 Expected dividend yield 0 % | 2020 2019 Risk-free interest rate 1.54% - 1.88 % 1.54% - 1.84 % Expected volatility 71.95% - 72.71 % 71.95% - 72.20 % Expected life (years) 10.00 10.00 Expected dividend yield 0 % 0 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
STOCK-BASED COMPENSATION | ||
Schedule of assumptions used to estimate fair value of stock options | 2020 Risk-free interest rate 1.59% - 2.92 % Expected volatility 72.29% - 78.16 % Expected life (years) 4.93 – 6.07 Expected dividend yield 0 % | The Black-Scholes option-pricing model was used to estimate the fair value of stock options with the following weighted-average assumptions for the years ended December 31: 2020 2019 Risk-free interest rate 0.15% - 2.92 % 1.60% - 2.92 % Expected volatility 72.29% - 82.52 % 72.29% - 78.16 % Expected life (years) 4.93 – 6.07 4.93 – 6.07 Expected dividend yield 0 % 0 % |
Schedule of stock option activity | 2021 2020 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of year 489,718 $ 10.03 598,083 $ 11.11 Granted — — 17,631 12.02 Exercised — — — — Cancelled and forfeited (57,149) 17.88 (30,768) 11.88 Balance at December 31 432,569 $ 8.99 584,946 $ 11.09 Options exercisable at December 31: 408,306 $ 8.75 361,720 $ 7.67 Weighted average grant date fair value for options granted during the year: $ — $ 35.62 Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Aggregate Average Aggregate As of Options Contractual Exercise Intrinsic Options Exercise Intrinsic March 31, Outstanding Life Price Value Exercisable Price Value 2021 432,569 6.72 $ 8.99 $ 839,700 408,306 $ 8.75 $ 269,514 2020 584,946 8.02 $ 11.09 $ 18,712,900 361,720 $ 7.67 $ 12,808,800 | 2020 2019 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of year 598,083 $ 11.04 520,517 $ 8.64 Granted 86,536 17.95 209,505 17.29 Exercised — — (1,719) 6.64 Cancelled and forfeited (194,901) 15.06 (130,220) 11.56 Balance at December 31 489,718 $ 10.03 598,083 $ 11.04 Options exercisable at December 31: 441,430 $ 9.50 368,527 $ 7.72 Weighted average grant date fair value for options granted during the year: $ 17.43 $ 10.82 Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Aggregate Average Aggregate As of Options Contractual Exercise Intrinsic Options Exercise Intrinsic December 31, Outstanding Life Price Value Exercisable Price Value 2020 489,718 6.37 $ 10.03 $ 554,900 441,430 $ 9.50 $ — 2019 598,083 8.07 $ 11.04 $ 19,163,700 368,527 $ 7.72 $ 13,031,000 |
Schedule of stock-based compensation | 2021 2020 Research and development $ 19,000 $ 425,000 General and administrative 102,000 31,000 Total $ 121,000 $ 456,000 | 2020 2019 Research and development $ 1,008,000 $ 332,000 General and administrative 332,000 190,900 Total $ 1,340,000 $ 522,900 |
Schedule of restricted stock unit activity | 2021 2020 Weighted Average Weighted Average Grant Date Grant Date Fair Value Fair Value Shares Per Share Shares Per Share Nonvested RSUs at beginning of year 946,245 $ 12.81 — $ — Granted 6,019 9.00 — — Vested — — — — Cancelled and forfeited — — — — Nonvested RSUs at December 31 952,264 $ 12.79 — $ — | 2020 Weighted Average Grant Date Fair Value Shares Per Share Nonvested RSUs at beginning of year — $ — Granted 1,655,579 12.84 Vested — — Cancelled and forfeited (709,334) 12.87 Nonvested RSUs at December 31 946,245 $ 12.81 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Schedule of reconciliation of the effective income tax rate to the statutory federal income tax rate | 2020 2019 Federal income tax at statutory rates 21.00 % 21.00 % Federal income tax rate reduction — % — % Change in valuation allowance (21.00) (21.00) Effective income tax rate — % — % |
Schedule of tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets | 2020 2019 Deferred tax assets (liabilities): Net operating loss carryforward $ 3,842,900 $ 2,605,400 Stock compensation expense 3,379,000 597,400 Intangible assets 23,600 27,800 Total gross deferred tax assets 7,245,500 3,230,600 Valuation allowance (7,061,600) (3,198,100) Property and equipment (183,900) (32,500) Net deferred tax assets (liabilities) — — |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
Schedule of future minimum rental payments for renewed operating lease upon commencement | Amount 2021 $ 380,600 2022 546,700 2023 551,100 2024 461,200 Total $ 1,939,600 |
ORGANIZATION (Details)
ORGANIZATION (Details) - USD ($) | Oct. 15, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 |
ORGANIZATION | |||||||
Cash flow from operations | $ (2,635,900) | $ (1,480,300) | $ (6,126,600) | $ (2,913,900) | |||
Accumulated deficit | (45,482,300) | (41,627,800) | $ (22,427,600) | ||||
Common stock IPO proceeds, net of issuance costs | $ 12,332,700 | ||||||
NIH Grant receivable | $ 2,235,000 | ||||||
Phase I approved amount of grant | $ 851,000 | ||||||
Phase II approved amount of grant | $ 1,384,000 | $ 1,384,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Jun. 17, 2020 | Dec. 17, 2019 | Dec. 16, 2019 | Dec. 31, 2020USD ($)item | Mar. 31, 2021item | Dec. 31, 2019USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Stock split (Reverse stock split) ratio | 3.494 | 10 | 10 | |||
Reserve for inventory obsolescence | $ 22,200 | $ 0 | ||||
Decrease in additional paid in capital (APIC) resulting from deferred offering costs related to the IPO | 2,667,300 | |||||
Deferred offering costs | $ 0 | $ 0 | ||||
Lease facility | item | 1 | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment | ||||
Impairment of long-lived assets held-for-use | $ 0 | $ 0 | ||
Unrecognized tax benefits, interest or penalties | $ 0 | $ 0 | 0 | $ 0 |
Grants recognized | $ 142,400 | 298,000 | ||
Minimum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 1 year | 1 year | ||
Maximum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 8 years | 8 years | ||
Equipment | Minimum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 3 years | 3 years | ||
Equipment | Maximum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 8 years | 8 years | ||
Leasehold improvements | Minimum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 1 year | 1 year | ||
Leasehold improvements | Maximum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 7 years | 7 years | ||
Office furniture, fixtures, and equipment | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 5 years | 5 years | ||
Software | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 5 years | 5 years | ||
Capitalized software development costs | $ 10,200 | $ 20,000 | ||
Software | Minimum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 3 years | 3 years | ||
Software | Maximum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 5 years | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Measurements | ||||
Changes in fair value hierarchy levels | $ 0 | $ 0 | $ 0 | $ 0 |
Conversions into Series A1 Stock | (407,300) | |||
Non-recurring | Convertible promissory notes | Level 3 | ||||
Fair Value Measurements | ||||
Amounts allocated to the embedded derivative liability at inception (at fair value) | (21,000) | |||
Conversions from accounts payable into convertible promissory notes | 134,800 | |||
Proceeds from issuances of convertible promissory notes | 250,000 | |||
Conversions into Series A1 Stock | (363,800) | |||
Recurring | Convertible promissory notes | Level 3 | ||||
Convertible promissory note embedded derivative liability | ||||
Realized and unrealized gains and losses | 2,000 | |||
Fair value of embedded derivative liability at inception | 21,000 | |||
Amounts derecognized upon conversion of the related convertible promissory notes | $ (23,000) |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Nonvested Stock Options (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Oct. 15, 2020 | |
Nonvested Stock Options | |||
Expected dividend yield | 0.00% | 0.00% | |
RSU | |||
Nonvested Stock Options | |||
Expiration period | 10 years | 10 years | |
Monthly Vesting Conditions | Minimum | RSU | |||
Nonvested Stock Options | |||
Vesting period | 6 months | 6 months | |
Monthly Vesting Conditions | Maximum | RSU | |||
Nonvested Stock Options | |||
Vesting period | 12 months | 12 months | |
Stock Incentive Plan 2017 | |||
Nonvested Stock Options | |||
Expiration period | 10 years | 10 years | |
Stock Incentive Plan 2017 | Annual Vesting Conditions | |||
Nonvested Stock Options | |||
Vesting period | 4 years | 4 years | |
Stock Incentive Plan 2017 | Monthly Vesting Conditions | Minimum | |||
Nonvested Stock Options | |||
Vesting period | 10 months | 10 months | |
Stock Incentive Plan 2017 | Monthly Vesting Conditions | Maximum | |||
Nonvested Stock Options | |||
Vesting period | 48 months | 48 months | |
IPO | |||
Nonvested Stock Options | |||
Share price | $ 12 | ||
Common Stock Warrants - Representative | |||
Nonvested Stock Options | |||
Warrant exercise price | $ 15 | ||
Common Stock Warrants - Representative | IPO | |||
Nonvested Stock Options | |||
Warrant exercise price | $ 15 |
NET LOSS PER COMMON SHARE - Com
NET LOSS PER COMMON SHARE - Computation of basic and diluted earnings per share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
NET LOSS PER COMMON SHARE | ||||
Net loss | $ (3,854,500) | $ (1,852,700) | $ (19,200,200) | $ (3,727,900) |
Less: Accretion and settlement of Series B Preferred Stock dividend | (40,000) | |||
Series B Preferred Stock discount amortization | (692,700) | (210,600) | ||
Less: IPO Common Stock discount amortization | (24,700) | (19,700) | ||
Net loss attributable to common shareholders, basic and diluted | $ (3,879,200) | $ (2,221,100) | $ (19,912,600) | $ (3,978,500) |
Weighted average common shares outstanding, basic and diluted | 7,332,999 | 2,863,812 | 4,505,867 | 2,862,809 |
Net loss per common share, basic and diluted | $ (0.53) | $ (0.78) | $ (4.42) | $ (1.39) |
NET LOSS PER COMMON SHARE - Dil
NET LOSS PER COMMON SHARE - Dilutive Securities Excluded From the Computations of Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||||
Potentially dilutive securities | 32,677 | 2,897,928 | 97,462 | 1,822,261 |
Series A-1 Preferred Stock | ||||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||||
Potentially dilutive securities | 624,594 | 624,594 | ||
Series B Preferred Stock | ||||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||||
Potentially dilutive securities | 469,136 | 282,478 | ||
Stock Options | ||||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||||
Potentially dilutive securities | 677 | 404,391 | 1,647 | 75,405 |
RSU | ||||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||||
Potentially dilutive securities | 32,000 | 95,815 | ||
Series B Preferred Stock Warrant | ||||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||||
Potentially dilutive securities | 1,399,807 | 839,784 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT | ||||
Property, Plant and Equipment, Gross | $ 2,936,800 | $ 2,627,700 | $ 949,600 | |
Less: Accumulated depreciation | (657,300) | (561,700) | (361,700) | |
Total | 2,279,500 | 2,066,000 | 587,900 | |
Depreciation | 95,600 | $ 33,800 | 200,000 | 87,500 |
Equipment | ||||
PROPERTY AND EQUIPMENT | ||||
Property, Plant and Equipment, Gross | 1,138,900 | 780,500 | 488,800 | |
Leasehold improvements | ||||
PROPERTY AND EQUIPMENT | ||||
Property, Plant and Equipment, Gross | 1,274,600 | 1,229,700 | 302,700 | |
Office furniture, fixtures, and equipment | ||||
PROPERTY AND EQUIPMENT | ||||
Property, Plant and Equipment, Gross | 16,600 | 16,600 | 16,600 | |
Software | ||||
PROPERTY AND EQUIPMENT | ||||
Property, Plant and Equipment, Gross | 151,700 | 151,700 | $ 141,500 | |
Construction in progress | ||||
PROPERTY AND EQUIPMENT | ||||
Property, Plant and Equipment, Gross | $ 355,000 | $ 449,200 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |||
Accrued consulting and outside services | $ 173,900 | $ 143,200 | $ 221,300 |
Accrued compensation | 95,000 | 191,000 | |
Total | $ 268,900 | $ 334,200 | $ 221,300 |
CURRENT LOAN PAYABLE (Details)
CURRENT LOAN PAYABLE (Details) - USD ($) | May 01, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current loan payable | ||||
Loan payable | $ 105,600 | |||
Loan initial proceeds | 115,600 | |||
Interest expense | $ 3,700 | 3,300 | $ 22,500 | |
SBA Loan | ||||
Current loan payable | ||||
Principal amount | $ 115,600 | |||
Loan payable | 105,600 | |||
Loan initial proceeds | 115,600 | |||
Loan repayments | 10,000 | |||
Loan term | 2 years | |||
Loan fixed interest rate | 1.00% | |||
Loan first payment due | 7 months | |||
Interest expense | $ 200 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) | 1 Months Ended | ||
Nov. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Note payable | |||
Note payable | $ 227,800 | $ 362,400 | |
Director and Officer Insurance Policy Financing | |||
Note payable | |||
Note payable | $ 540,500 | $ 227,800 | $ 362,400 |
Interest rate | 4.59% | ||
Note term | 9 months |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details) - Convertible promissory notes - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2020 | Jun. 30, 2016 | |
CONVERTIBLE PROMISSORY NOTES | |||
Convertible promissory notes | $ 0 | ||
Probability of next financing close (as a percent) | 55.00% | ||
Embedded derivative discount rate ( as a percent) | 25.00% | ||
Minimum | |||
CONVERTIBLE PROMISSORY NOTES | |||
Convertible promissory notes | $ 12,500 | ||
Annual interest (as a percent) | 6.00% | ||
Maximum | |||
CONVERTIBLE PROMISSORY NOTES | |||
Convertible promissory notes | $ 500,000 | ||
Annual interest (as a percent) | 17.00% |
CONVERTIBLE PROMISSORY NOTES -
CONVERTIBLE PROMISSORY NOTES - Initial Issuance and Bifurcated Embedded Derivative Liability (Details) - Convertible promissory notes | 12 Months Ended |
Dec. 31, 2019USD ($) | |
CONVERTIBLE PROMISSORY NOTES | |
Convertible promissory notes- issuances | $ 250,000 |
Conversion of accounts payable into convertible promissory notes | 134,800 |
Total issuances and conversions into convertible promissory notes | 384,800 |
Embedded derivative liability | |
Initial balance | 21,000 |
Realized and unrealized gains and losses | 2,000 |
Converted embedded derivative liability into Series A1 Preferred Stock | (23,000) |
Ending balance | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | May 01, 2023USD ($) | May 01, 2022USD ($) | Aug. 01, 2021USD ($) | May 01, 2021USD ($) | Mar. 22, 2021 | Nov. 19, 2020 | Jan. 01, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)ft² |
COMMITMENTS AND CONTINGENCIES | |||||||||||
Area leased | ft² | 4,100 | ||||||||||
Period of time after notice of cancellation that the lease effectively terminates | 90 days | 90 days | |||||||||
Total lease payments per month | $ 46,116 | $ 23,039 | $ 45,554 | $ 22,477 | $ 21,353 | ||||||
Rent expense | $ 69,000 | $ 60,000 | $ 262,900 | $ 129,100 | |||||||
Future minimum commitments | |||||||||||
2021 | 546,700 | 265,200 | |||||||||
2022 | 551,100 | 269,700 | |||||||||
2023 | 461,200 | 274,200 | |||||||||
2024 | 230,400 | ||||||||||
Total | $ 1,875,600 | $ 1,039,500 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) (Details) | Jun. 19, 2020USD ($)shares | Jun. 17, 2020shares | Jun. 10, 2020USD ($)shares | Jun. 08, 2020USD ($)Voteshares | Dec. 17, 2019 | Dec. 16, 2019$ / sharesshares | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 18, 2020shares | Mar. 31, 2020shares | Dec. 31, 2019$ / sharesshares | Dec. 15, 2019$ / shares | Sep. 25, 2019shares | Sep. 24, 2019shares | Sep. 13, 2019shares | Jun. 18, 2018shares |
Stockholder's equity (Deficit) | ||||||||||||||||
Reverse split | 3.494 | 10 | 10 | |||||||||||||
Preferred stock, authorized | 60,000,000 | 60,000,000 | 60,000,000 | 60,000,000 | ||||||||||||
Preferred stock, par value ( in dollars per share) | $ / shares | $ 0.0001 | $ 0.01 | ||||||||||||||
Proceeds from issuance of common stock | $ | $ 15,000,000 | |||||||||||||||
Common stock, authorized | 1,708,615 | 858,615 | 300,000,000 | 300,000,000 | 858,615 | 300,000,000 | 30,000,000 | 20,000,000 | 858,615 | |||||||
Warrants to purchase shares | 1,063,939 | 335,982 | ||||||||||||||
Proceeds from Issuance of Warrants | $ | $ 3,700 | $ 1,200 | $ 4,900 | |||||||||||||
Warrants outstanding | 0 | 839,952 | ||||||||||||||
Stock compensation expenses | $ | $ 9,432,000 | |||||||||||||||
Number of Votes | Vote | 1 | |||||||||||||||
Dividend paid | $ / shares | $ 0 | $ 0 | ||||||||||||||
Shares available for issuance | 850,000 | 322,063 | 270,933 | 271,949 | 258,813 | 10,000,000 | ||||||||||
Employees | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Shares issued for services | 430 | |||||||||||||||
Cash consideration | $ | $ 0 | |||||||||||||||
CMO | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Shares issued for services | 3,106 | |||||||||||||||
Cash consideration | $ | $ 0 | |||||||||||||||
CFO and COO | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Shares issued for services | 402,000 | |||||||||||||||
Cash consideration | $ | $ 0 | |||||||||||||||
CSIO | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Shares issued for services | 320,000 | |||||||||||||||
Cash consideration | $ | $ 0 | |||||||||||||||
Series A-1 Preferred Stock | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Preferred stock, authorized | 24,000,000 | 24,000,000 | 24,000,000 | |||||||||||||
Preferred stock, par value ( in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Series B Preferred Stock | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Preferred stock, authorized | 16,500,000 | 16,500,000 | 14,130,435 | 14,130,435 | ||||||||||||
Preferred stock, par value ( in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Warrants to purchase shares | 559,969 | 1,399,921 | 839,952 | |||||||||||||
Proceeds from Issuance of Warrants | $ | $ 3,700 | $ 1,200 | ||||||||||||||
Warrants outstanding | 0 |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock (Details) - USD ($) | Oct. 15, 2020 | Jun. 10, 2020 | Jun. 08, 2020 | Jan. 31, 2020 | Jan. 24, 2020 | Dec. 06, 2019 | Nov. 13, 2019 | Sep. 13, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock | ||||||||||||
Offering expenses | $ 2,667,300 | |||||||||||
Beginning Balance | $ 1,200 | |||||||||||
Common stock IPO proceeds, net of issuance costs | $ 12,332,700 | |||||||||||
Common stock IPO discount | (377,000) | |||||||||||
Common stock IPO discount amortization | 24,700 | 19,700 | ||||||||||
Ending Balance | 1,200 | $ 1,200 | ||||||||||
Series B Preferred Stock | ||||||||||||
Common stock | ||||||||||||
Shares issued | 1,063,939 | 335,982 | 1,739,130 | 4,782,608 | 87,050 | 2,173,913 | 7,608,696 | 16,391,397 | 6,521,738 | 9,782,609 | ||
Common stock IPO discount | $ (3,700) | $ (5,533,000) | $ (5,208,700) | |||||||||
IPO | ||||||||||||
Common stock | ||||||||||||
Underwriting discounts and commissions | 1,275,000 | |||||||||||
Offering expenses | $ 1,392,300 | |||||||||||
Shares issued | 1,250,000 | |||||||||||
Share price | $ 12 | |||||||||||
Beginning Balance | 11,975,400 | |||||||||||
Common stock IPO proceeds, net of issuance costs | $ 12,332,700 | 12,332,700 | ||||||||||
Common stock IPO discount | (377,000) | |||||||||||
Common stock IPO discount amortization | 24,700 | 19,700 | ||||||||||
Ending Balance | $ 12,000,100 | $ 11,975,400 | ||||||||||
IPO | Series A-1 Preferred Stock | ||||||||||||
Common stock | ||||||||||||
Stock issued on conversion | 624,594 | |||||||||||
IPO | Series B Preferred Stock | ||||||||||||
Common stock | ||||||||||||
Stock issued on conversion | 469,136 |
STOCKHOLDERS' EQUITY (DEFICIT_4
STOCKHOLDERS' EQUITY (DEFICIT) - Preferred Stock (Details) - USD ($) | Jun. 10, 2020 | Jun. 08, 2020 | Jan. 31, 2020 | Jan. 24, 2020 | Dec. 15, 2019 | Dec. 06, 2019 | Nov. 15, 2019 | Nov. 13, 2019 | Sep. 13, 2019 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Jan. 29, 2020 | Dec. 16, 2019 | Nov. 16, 2019 |
Stockholder's equity (Deficit) | ||||||||||||||||
Issuance of stock | $ 11,975,400 | |||||||||||||||
Preferred stock, authorized | 60,000,000 | 60,000,000 | 60,000,000 | 60,000,000 | ||||||||||||
Accretion of dividend | $ 40,000 | |||||||||||||||
Additional paid-in capital | $ 52,988,700 | $ 13,965,000 | $ 53,933,900 | |||||||||||||
Series A-1 Preferred Stock | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Original issue price | $ 0.50 | |||||||||||||||
Preferred stock, authorized | 24,000,000 | 24,000,000 | 24,000,000 | |||||||||||||
Common shares issued for preferred stock converted | 624,594 | |||||||||||||||
Series B Preferred Stock | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Shares issued | 1,063,939 | 335,982 | 1,739,130 | 4,782,608 | 87,050 | 2,173,913 | 7,608,696 | 16,391,397 | 6,521,738 | 9,782,609 | ||||||
Issuance of stock | $ 800,000 | $ 2,200,000 | $ 1,000,000 | $ 3,500,000 | ||||||||||||
Original issue price | $ 0.46 | $ 0.46 | $ 0.46 | |||||||||||||
Preferred stock, authorized | 14,130,435 | 16,500,000 | 14,130,435 | 16,500,000 | ||||||||||||
Warrants to purchase | 0.0859 | 0.0859 | 0.0859 | |||||||||||||
Warrant exercise price | $ 0.003494 | $ 0.003494 | $ 0.003494 | |||||||||||||
Annual dividend rate | 6.00% | |||||||||||||||
Accretion of dividend | $ 40,000 | $ 40,000 | ||||||||||||||
Additional paid-in capital | $ (40,000) | |||||||||||||||
Effective interest rate (as a percent) | 28.00% | 14.60% | ||||||||||||||
Common shares issued for preferred stock converted | 469,136 | |||||||||||||||
Series B Preferred Stock | Minimum | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Aggregate purchase price | $ 1,000,000 | |||||||||||||||
Series B Preferred Stock | Maximum | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Preferred stock, authorized | 16,500,000 |
STOCKHOLDERS' EQUITY (DEFICIT_5
STOCKHOLDERS' EQUITY (DEFICIT) - Initial value of issuances allocated to Series B Preferred Stock and the Series B Preferred Stock (Details) - USD ($) | Dec. 06, 2019 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholder's equity (Deficit) | ||||
Accretion and settlement of Series B Preferred Stock dividend | $ 40,000 | |||
Series B Preferred Stock discount amortization | $ 692,700 | 210,600 | ||
Series B Preferred Stock | ||||
Stockholder's equity (Deficit) | ||||
Balance at beginning of period | $ 1,306,900 | 1,306,900 | 4,500,000 | |
Series B Preferred Stock proceeds | 3,000,000 | 3,000,000 | (3,443,700) | |
Accretion and settlement of Series B Preferred Stock dividend | $ 40,000 | 40,000 | ||
Series B Preferred Stock discount | (2,668,300) | (2,668,300) | ||
Series B Preferred Stock discount amortization | 368,400 | 692,700 | 210,600 | |
Series B Preferred Stock conversion to common stock | $ (2,331,300) | |||
Balance at end of period | $ 2,007,000 | $ 1,306,900 |
STOCKHOLDERS' EQUITY (DEFICIT_6
STOCKHOLDERS' EQUITY (DEFICIT) - Conversion of Convertible Promissory Notes (Details) - Series A-1 Preferred Stock - USD ($) | Aug. 15, 2019 | Dec. 31, 2020 |
Stockholder's equity (Deficit) | ||
Common shares issued for preferred stock converted | 624,594 | |
Convertible promissory notes | ||
Stockholder's equity (Deficit) | ||
Outstanding principal and interest | $ 405,300 | |
Number of shares converted | 935,519 | |
Principal amount | $ 250,000 | |
Coupon rate | 17.00% | 6.00% |
Conversion of accounts payable into convertible promissory notes | $ 134,800 | |
Conversion rate | 0.43% | 0.43% |
STOCKHOLDERS' EQUITY (DEFICIT_7
STOCKHOLDERS' EQUITY (DEFICIT) - Warrants Underlying Series B Preferred Stock (Details) - USD ($) | Jun. 10, 2020 | Jun. 08, 2020 | Jan. 31, 2020 | Jan. 24, 2020 | Dec. 06, 2019 | Nov. 13, 2019 | Sep. 13, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholder's equity (Deficit) | |||||||||||
Warrants to purchase shares | 1,063,939 | 335,982 | |||||||||
Fair value of warrants reflected as additional paid-in capital | $ 377,000 | ||||||||||
Proceeds from issuance of warrants | $ 3,700 | $ 1,200 | $ 4,900 | ||||||||
Warrants outstanding | 0 | 839,952 | |||||||||
Series B Preferred Stock | |||||||||||
Stockholder's equity (Deficit) | |||||||||||
Warrants to purchase | 0.0859 | 0.0859 | 0.0859 | ||||||||
Warrant purchase price (in dollars per share) | $ 0.003494 | $ 0.003494 | $ 0.003494 | ||||||||
Warrant expiration term | 10 years | 10 years | |||||||||
Shares issued | 1,063,939 | 335,982 | 1,739,130 | 4,782,608 | 87,050 | 2,173,913 | 7,608,696 | 16,391,397 | 6,521,738 | 9,782,609 | |
Warrants to purchase shares | 1,399,921 | 559,969 | 839,952 | ||||||||
Fair value of warrants reflected as additional paid-in capital | $ 3,700 | $ 5,533,000 | $ 5,208,700 | ||||||||
Proceeds from issuance of warrants | $ 3,700 | $ 1,200 | |||||||||
Warrants outstanding | 0 | ||||||||||
Series B Preferred Stock | Warrants exercise beginning six months after the listing date | |||||||||||
Stockholder's equity (Deficit) | |||||||||||
Warrant exercise percentage | 30.00% | 30.00% | |||||||||
Series B Preferred Stock | Warrants exercise beginning nine months after the listing date | |||||||||||
Stockholder's equity (Deficit) | |||||||||||
Warrant exercise percentage | 30.00% | 30.00% |
STOCKHOLDERS' EQUITY (DEFICIT_8
STOCKHOLDERS' EQUITY (DEFICIT) - Estimate the fair value of the warrants (Details) - Series B Preferred Stock Warrant | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Weighted average valuation assumptions | ||||
Warrants and Rights Outstanding, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember |
Measurement Input, Risk Free Interest Rate | Minimum | ||||
Weighted average valuation assumptions | ||||
Warrants and Rights Outstanding, Measurement Input | 0.0154 | 0.0154 | 0.0154 | 0.0154 |
Measurement Input, Risk Free Interest Rate | Maximum | ||||
Weighted average valuation assumptions | ||||
Warrants and Rights Outstanding, Measurement Input | 0.0188 | 0.0188 | 0.0188 | 0.0184 |
Measurement Input, Price Volatility | Minimum | ||||
Weighted average valuation assumptions | ||||
Warrants and Rights Outstanding, Measurement Input | 0.7195 | 0.7195 | 0.7195 | 0.7195 |
Measurement Input, Price Volatility | Maximum | ||||
Weighted average valuation assumptions | ||||
Warrants and Rights Outstanding, Measurement Input | 0.7271 | 0.7271 | 0.7271 | 0.7220 |
Measurement Input, Expected Term | ||||
Weighted average valuation assumptions | ||||
Warrants and Rights Outstanding, Term | 10 years | 10 years | 10 years | 10 years |
Measurement Input, Expected Dividend Rate | ||||
Weighted average valuation assumptions | ||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 | 0 |
STOCKHOLDERS' EQUITY (DEFICIT_9
STOCKHOLDERS' EQUITY (DEFICIT) - Representative's Warrants (Details) - Common Stock Warrants - Representative | Oct. 15, 2020$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares |
Weighted average valuation assumptions | |||
Warrants fair value | $ | $ 332,600 | $ 357,300 | |
Warrants and Rights Outstanding, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember | |
Warrants | |||
Warrant exercise price | $ / shares | $ 15 | ||
IPO | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Term | 5 years | ||
Warrants | |||
Number of warrants granted | shares | 62,500 | ||
Warrant exercise price | $ / shares | $ 15 | ||
Exercise price as a percentage of the initial offering price | 125.00% | ||
Measurement Input, Risk Free Interest Rate | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Measurement Input | 0.0018 | 0.0018 | |
Measurement Input, Price Volatility | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Measurement Input | 0.9408 | 0.9408 | |
Measurement Input, Expected Term | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Term | 2 years 8 months 26 days | 2 years 8 months 26 days | |
Measurement Input, Expected Dividend Rate | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |
Previously Reported | |||
Weighted average valuation assumptions | |||
Warrants fair value | $ | $ 377,000 |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted-average Assumptions (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted average assumptions | |||
Expected dividend yield | 0.00% | 0.00% | |
Stock Incentive Plan 2017 | Stock Options | |||
Weighted average assumptions | |||
Risk-free interest rate, minimum | 1.59% | 0.15% | 1.60% |
Risk-free interest rate, maximum | 2.92% | 2.92% | 2.92% |
Expected volatility, minimum | 72.29% | 72.29% | 72.29% |
Expected volatility, maximum | 78.16% | 82.52% | 78.16% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock Incentive Plan 2017 | Stock Options | Minimum | |||
Weighted average assumptions | |||
Expected life (years) | 4 years 11 months 4 days | 4 years 11 months 4 days | 4 years 11 months 4 days |
Stock Incentive Plan 2017 | Stock Options | Maximum | |||
Weighted average assumptions | |||
Expected life (years) | 6 years 25 days | 6 years 25 days | 6 years 25 days |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summarizes Stock Options Outstanding (Details) - Stock Incentive Plan 2017 - Stock Options - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock option activity | ||||
Options outstanding at beginning of year | 489,718 | 598,083 | 598,083 | 520,517 |
Granted | 17,631 | 86,536 | 209,505 | |
Exercised | (1,719) | |||
Cancelled and forfeited | (57,149) | (30,768) | (194,901) | (130,220) |
Balance at September 30 | 432,569 | 584,946 | 489,718 | 598,083 |
Options exercisable at September 30: | 408,306 | 361,720 | 441,430 | 368,527 |
Weighted average exercise price | ||||
Options outstanding at beginning of year | $ 10.03 | $ 11.11 | $ 11.11 | $ 8.64 |
Granted | 12.02 | 17.95 | 17.29 | |
Exercised | 6.64 | |||
Cancelled and forfeited | 17.88 | 11.88 | 15.06 | 11.56 |
Balance at September 30 | 8.99 | 11.09 | 10.03 | 11.11 |
Options exercisable at December 31: | $ 8.75 | 7.67 | 9.50 | 7.72 |
Weighted average grant date fair value for options granted during the year: | $ 35.62 | $ 17.43 | $ 10.82 | |
Additional stock option information | ||||
Options outstanding, number | 432,569 | 584,946 | 489,718 | 598,083 |
Options outstanding, weighted average remaining contractual life | 6 years 8 months 19 days | 8 years 7 days | 6 years 4 months 13 days | 8 years 25 days |
Options outstanding, weighted average exercise price | $ 8.99 | $ 11.09 | $ 10.03 | $ 11.11 |
Options outstanding, aggregate intrinsic value | $ 839,700 | $ 18,712,900 | $ 554,900 | $ 19,163,700 |
Options exercisable, number | 408,306 | 361,720 | 441,430 | 368,527 |
Options exercisable, weighted average exercise price | $ 8.75 | $ 7.67 | $ 9.50 | $ 7.72 |
Options exercisable, aggregate intrinsic value | $ 269,514 | $ 12,808,800 | $ 13,031,000 | |
Previously Reported | ||||
Weighted average exercise price | ||||
Options outstanding at beginning of year | $ 11.04 | $ 11.04 | ||
Balance at September 30 | $ 11.04 | |||
Additional stock option information | ||||
Options outstanding, weighted average exercise price | $ 11.04 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Option Modifications (Details) | Aug. 20, 2020USD ($)employee$ / sharesshares | Jun. 08, 2020USD ($) | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Stock compensation expense | ||||||
Stock compensation expense | $ 9,432,000 | |||||
Stock Incentive Plan 2017 | ||||||
Stock compensation expense | ||||||
Stock compensation expense | $ 121,000 | $ 456,000 | ||||
Stock Incentive Plan 2017 | Research and development | ||||||
Stock compensation expense | ||||||
Stock compensation expense | 19,000 | 425,000 | ||||
Stock Incentive Plan 2017 | General and administrative | ||||||
Stock compensation expense | ||||||
Stock compensation expense | $ 102,000 | $ 31,000 | ||||
Stock Incentive Plan 2017 | Stock Options | ||||||
Stock compensation expense | ||||||
Stock compensation expense | $ 1,340,000 | $ 522,900 | ||||
Cancelled and forfeited | shares | 57,149 | 30,768 | 194,901 | 130,220 | ||
Number of persons to whom shares were cancelled | employee | 4 | |||||
Granted | shares | 17,631 | 86,536 | 209,505 | |||
Weighted average grant date fair value for options granted during the year: | $ / shares | $ 35.62 | $ 17.43 | $ 10.82 | |||
Total unrecognized stock compensation expense | $ 252,700 | $ 473,900 | ||||
Unvested Shares to be recognized over the remaining weighted-average vesting period | 1 year 3 months | 1 year 9 months 14 days | ||||
Stock Incentive Plan 2017 | Stock Options | Research and development | ||||||
Stock compensation expense | ||||||
Stock compensation expense | $ 1,008,000 | $ 332,000 | ||||
Stock Incentive Plan 2017 | Stock Options | General and administrative | ||||||
Stock compensation expense | ||||||
Stock compensation expense | $ 20,900 | 332,000 | $ 190,900 | |||
Stock Incentive Plan 2017 | Stock Options | Four Nonemployees | ||||||
Stock compensation expense | ||||||
Cancelled and forfeited | shares | 15,792 | |||||
Granted | shares | 21,112 | |||||
Weighted average grant date fair value for options granted during the year: | $ / shares | $ 12.81 | |||||
Options vested | shares | 3,959 | |||||
Stock Incentive Plan 2017 | Stock Options | Four Nonemployees | General and administrative | ||||||
Stock compensation expense | ||||||
Stock compensation expense | 65,900 | |||||
Incremental compensation costs | $ 9,600 | $ 34,800 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule 2017 Stock Incentive Plan-Restricted Stock Units (Details) | Aug. 20, 2020shares | Aug. 20, 2020$ / shares | Aug. 20, 2020individual | Aug. 20, 2020item | Jun. 08, 2020USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares | Jan. 31, 2017shares |
Restricted stock units | ||||||||||
Stock compensation expense | $ 9,432,000 | |||||||||
Stock Incentive Plan 2017 | ||||||||||
Restricted stock units | ||||||||||
Stock compensation expense | $ 121,000 | $ 456,000 | ||||||||
Stock Incentive Plan 2017 | Research and development | ||||||||||
Restricted stock units | ||||||||||
Stock compensation expense | 19,000 | 425,000 | ||||||||
Stock Incentive Plan 2017 | General and administrative | ||||||||||
Restricted stock units | ||||||||||
Stock compensation expense | $ 102,000 | $ 31,000 | ||||||||
Stock Incentive Plan 2017 | RSU | ||||||||||
Restricted stock units | ||||||||||
Authorized shares | shares | 1,708,615 | |||||||||
Number of persons to whom shares were cancelled | individual | 5 | |||||||||
Restricted stock unit activity | ||||||||||
Nonvested RSUs at beginning of year | shares | 946,245 | |||||||||
Granted | shares | 946,245 | 6,019 | 1,655,579 | 0 | ||||||
Vested | shares | 0 | 0 | 0 | |||||||
Cancelled and forfeited | shares | (709,334) | (709,334) | ||||||||
Nonvested RSUs at March 31 | shares | 12.81 | 952,264 | 946,245 | |||||||
Weighted average grant day fair value per share | ||||||||||
Nonvested RSUs at beginning of year | $ / shares | $ 12.81 | |||||||||
Granted | $ / shares | 9 | $ 12.84 | ||||||||
Cancelled and forfeited | $ / shares | $ 12.87 | 12.87 | ||||||||
Nonvested RSUs at March 31 | $ / shares | $ 12.81 | $ 12.79 | $ 12.81 | |||||||
Stock Incentive Plan 2017 | RSU | Research and development | ||||||||||
Restricted stock units | ||||||||||
Stock compensation expense | $ 267,700 | $ 748,400 | ||||||||
Incremental compensation costs | 20,400 | 166,900 | ||||||||
Stock Incentive Plan 2017 | RSU | General and administrative | ||||||||||
Restricted stock units | ||||||||||
Stock compensation expense | 556,600 | 1,725,300 | ||||||||
Incremental compensation costs | $ 44,700 | $ 402,700 | ||||||||
Stock Incentive Plan 2017 | RSU | Non-Employees | ||||||||||
Restricted stock units | ||||||||||
Number of persons to whom shares were cancelled | 2 | 2 | ||||||||
Stock Incentive Plan 2017 | RSU | Employees | ||||||||||
Restricted stock units | ||||||||||
Number of persons to whom shares were cancelled | 3 | 3 |
INCOME TAXES - Tax Rate Reconci
INCOME TAXES - Tax Rate Reconciliation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES | ||||
Income tax provision | $ 0 | $ 0 | $ 0 | $ 0 |
Reconciliation of the statutory federal income tax rate to the effective tax rate | ||||
Federal income tax at statutory rates | 21.00% | 21.00% | 21.00% | |
Change in valuation allowance | (21.00%) | (21.00%) | ||
Effective income tax rate | 0.00% | 0.00% | 0.00% | 0.00% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforward | $ 3,842,900 | $ 2,605,400 |
Stock compensation expense | 3,379,000 | 597,400 |
Intangible assets | 23,600 | 27,800 |
Total gross deferred tax assets | 7,245,500 | 3,230,600 |
Valuation allowance | (7,061,600) | (3,198,100) |
Property and equipment | (183,900) | (32,500) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
INCOME TAXES - Net Operating Lo
INCOME TAXES - Net Operating Loss Carryforward (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
U.S. | ||
Operating loss carryforwards | ||
Net operating loss carryforwards | $ 18,299,500 | $ 12,406,800 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Jun. 19, 2020USD ($)shares | Jun. 08, 2020USD ($)shares | Sep. 04, 2019USD ($) | Jul. 20, 2018USD ($)item | Apr. 18, 2018USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($)agreement | Dec. 31, 2020USD ($)agreement | Dec. 31, 2019USD ($) |
Related party transactions | |||||||||
Number of separate consulting agreements | agreement | 2 | 2 | |||||||
CSIO | |||||||||
Related party transactions | |||||||||
Consulting fee per hour | $ 400 | ||||||||
Threshold number of hours per month for which consulting fees are entitled | item | 19 | ||||||||
Consulting fee paid | $ 0 | $ 319,300 | $ 579,700 | $ 207,800 | |||||
Shares issued for services rendered | shares | 320,000 | ||||||||
Cash consideration | $ 0 | ||||||||
CFO and COO | |||||||||
Related party transactions | |||||||||
Consulting fee per hour | $ 10,000 | $ 2,500 | |||||||
Consulting fee paid | $ 0 | $ 30,000 | $ 140,000 | $ 67,500 | |||||
Shares issued for services rendered | shares | 402,000 | ||||||||
Cash consideration | $ 0 | ||||||||
CMO | |||||||||
Related party transactions | |||||||||
Shares issued for services rendered | shares | 3,106 | ||||||||
Cash consideration | $ 0 | ||||||||
Employee | |||||||||
Related party transactions | |||||||||
Shares issued for services rendered | shares | 430 | ||||||||
Cash consideration | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Mar. 22, 2021USD ($)ft²item | Feb. 16, 2021USD ($) | Jan. 28, 2021USD ($)installment | Nov. 19, 2020 | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Lease expansion | ||||||
Additional office space leased | ft² | 15,385 | |||||
Period of time after notice of cancellation that the lease effectively terminates | 90 days | 90 days | ||||
Future minimum commitments | ||||||
2021 | $ 546,700 | $ 265,200 | ||||
2022 | 551,100 | 269,700 | ||||
2023 | 461,200 | 274,200 | ||||
2024 | 230,400 | |||||
Total | $ 1,875,600 | $ 1,039,500 | ||||
Leon Office (H.K.) | Strategic Alliance Agreement | ||||||
Subsequent events | ||||||
Annual cost | $ 360,000 | |||||
Number of quarterly installments | installment | 4 | |||||
SBA Loan | ||||||
Loan payable | ||||||
Loan principal forgiven | $ 105,800 | |||||
Subsequent Event | ||||||
Lease expansion | ||||||
Additional office space leased | ft² | 15,385 | |||||
Period of time after notice of cancellation that the lease effectively terminates | 90 days | |||||
Number of months rent due as a termination payment if lease cancellation option exercised | item | 3 | |||||
Future minimum commitments | ||||||
2021 | $ 380,600 | |||||
2022 | 546,700 | |||||
2023 | 551,100 | |||||
2024 | 461,200 | |||||
Total | $ 1,939,600 | |||||
Subsequent Event | Leon Office (H.K.) | Strategic Alliance Agreement | ||||||
Subsequent events | ||||||
Annual cost | $ 360,000 | |||||
Number of quarterly installments | installment | 4 | |||||
Subsequent Event | SBA Loan | ||||||
Loan payable | ||||||
Loan principal forgiven | 105,600 | |||||
Accrued interest forgiven | $ 300 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 06, 2019 | Dec. 31, 2018 |
Current Assets: | ||||||
Cash and cash equivalents | $ 7,335,300 | $ 10,150,500 | $ 1,929,100 | |||
Inventories | 22,200 | |||||
Prepaid expenses and other current assets | 513,500 | 588,800 | 89,100 | |||
Total current assets | 7,848,800 | 10,739,300 | 2,040,400 | |||
Property and equipment, net | 2,279,500 | 2,066,000 | 587,900 | |||
Other assets | 24,400 | 24,400 | 24,400 | |||
Total Assets | 10,152,700 | 12,829,700 | 2,652,700 | |||
Current Liabilities: | ||||||
Accounts payable | 1,203,200 | 665,200 | 452,400 | |||
Accrued expenses and other current liabilities | 268,900 | 334,200 | 221,300 | |||
Interest payable | 200 | |||||
Loan payable | 105,600 | |||||
Note payable | 227,800 | 362,400 | ||||
Total current liabilities | 1,699,900 | 1,467,600 | 673,700 | |||
Total Liabilities | 1,699,900 | 1,467,600 | 673,700 | |||
Commitments and contingencies | ||||||
Stockholders' Equity: | ||||||
Common stock, $0.001 par value: 300,000,000 shares authorized as of March 31, 2021 and December 31, 2020; 7,332,999 shares issued and outstanding as of March 31, 2021 and December 31, 2020 | 1,200 | 1,200 | ||||
Additional paid-in capital | 53,933,900 | 52,988,700 | 13,965,000 | |||
Accumulated deficit | (45,482,300) | (41,627,800) | (22,427,600) | |||
Total Stockholders' Equity | 8,452,800 | 11,362,100 | $ 3,582,300 | 1,979,000 | $ 265,300 | |
Total Liabilities and Stockholders' Equity | $ 10,152,700 | 12,829,700 | 2,652,700 | |||
Series A-1 Preferred Stock | ||||||
Stockholders' Equity: | ||||||
Preferred Stock | 9,134,700 | |||||
Series B Preferred Stock | ||||||
Stockholders' Equity: | ||||||
Preferred Stock | $ 2,007,000 | 1,306,900 | $ 4,500,000 | |||
Additional paid-in capital | $ (40,000) | |||||
Preferred Stock | ||||||
Stockholders' Equity: | ||||||
Preferred Stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 18, 2020 | Jun. 19, 2020 | Jun. 17, 2020 | Dec. 31, 2019 | Sep. 25, 2019 | Sep. 24, 2019 | Jun. 18, 2018 |
Condensed Consolidated Balance Sheets | |||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common stock, authorized | 300,000,000 | 300,000,000 | 858,615 | 1,708,615 | 858,615 | 300,000,000 | 30,000,000 | 20,000,000 | 858,615 |
Common stock, issued | 7,332,999 | 7,332,999 | 2,863,812 | ||||||
Common stock, outstanding | 7,332,999 | 7,332,999 | 2,863,812 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Operating expenses: | |
Research and development | $ 1,885,600 |
General and administrative | 2,071,000 |
Total operating expenses | 3,956,600 |
Loss from operations | (3,956,600) |
Other expense | |
Gain on loan extinguishment | 105,800 |
Interest expense | (3,700) |
Total other expense | 102,100 |
Net loss | $ (3,854,500) |
Net loss per share, basic and diluted | $ / shares | $ (0.53) |
Weighted average common shares outstanding, basic and diluted | shares | 7,332,999 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Preferred StockSeries A-1 Preferred Stock | Preferred StockSeries B Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Series B Preferred Stock | Total |
Balance at beginning of period at Dec. 31, 2018 | $ 8,727,400 | $ 10,237,600 | $ (18,699,700) | $ 265,300 | |||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 20,886,782 | 2,863,093 | |||||
Conversion of convertible promissory notes and accrued interest into Series A-1 Preferred Stock | $ 407,300 | 407,300 | |||||
Conversion of convertible promissory notes and accrued interest into Series A-1 Preferred Stock (in shares) | 935,519 | ||||||
Issuance of Series B Preferred Stock | $ 1,056,300 | 1,056,300 | |||||
Issuance of Series B Preferred Stock | 9,782,609 | ||||||
Common stock issuance net of issuance costs and discount amortization (in shares) | 9,782,609 | ||||||
Series B Preferred Stock discount amortization | $ 210,600 | (210,600) | $ (210,600) | (210,600) | |||
Warrants underlying Series B Preferred Stock issuance | 3,443,700 | 3,443,700 | |||||
Accretion and settlement of Series B Preferred Stock dividend | $ 40,000 | (40,000) | $ (40,000) | (40,000) | |||
Accretion and settlement of Series B Preferred Stock Dividend (in shares) | 87,050 | ||||||
Exercised stock options | 11,400 | 11,400 | |||||
Exercised stock options (in shares) | 1,719 | ||||||
Stock compensation expense | 522,900 | 522,900 | |||||
Net loss | (3,727,900) | (3,727,900) | |||||
Balance at end of period at Dec. 31, 2019 | $ 9,134,700 | $ 1,306,900 | 13,965,000 | (22,427,600) | 1,979,000 | ||
Balance at end of period (in shares) at Dec. 31, 2019 | 21,822,301 | 9,869,659 | 2,863,812 | ||||
Issuance of Series B Preferred Stock | $ 331,700 | 331,700 | |||||
Issuance of Series B Preferred Stock | 6,521,738 | ||||||
Common stock issuance net of issuance costs and discount amortization (in shares) | 16,391,397 | ||||||
Series B Preferred Stock discount amortization | $ 368,400 | (368,400) | $ (368,400) | ||||
Warrants underlying Series B Preferred Stock issuance | 2,668,300 | 2,668,300 | |||||
Warrants underlying common stock issuance | $ 5,533,000 | ||||||
Stock compensation expense | 456,000 | 456,000 | |||||
Net loss | (1,852,700) | (1,852,700) | |||||
Balance at end of period at Mar. 31, 2020 | $ 9,134,700 | $ 2,007,000 | 16,720,900 | (24,280,300) | 3,582,300 | ||
Balance at end of period (in shares) at Mar. 31, 2020 | 21,822,301 | 16,391,397 | 2,863,812 | ||||
Balance at beginning of period at Dec. 31, 2019 | $ 9,134,700 | $ 1,306,900 | 13,965,000 | (22,427,600) | 1,979,000 | ||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 21,822,301 | 9,869,659 | 2,863,812 | ||||
Issuance of Series B Preferred Stock | $ 331,700 | 331,700 | |||||
Issuance of Series B Preferred Stock | 6,521,738 | ||||||
Common stock issuance net of issuance costs and discount amortization | $ 1,200 | 11,974,200 | 11,975,400 | ||||
Common stock issuance net of issuance costs and discount amortization (in shares) | 1,250,000 | 6,521,738 | |||||
Series B Preferred Stock discount amortization | $ 692,700 | (692,700) | $ (692,700) | (692,700) | |||
Warrants underlying Series B Preferred Stock issuance | 2,668,300 | 2,668,300 | |||||
Warrants underlying common stock discount amortization | (19,700) | (19,700) | |||||
Warrants underlying common stock issuance | 377,000 | 5,208,700 | 377,000 | ||||
Exercise of warrants | 4,900 | 4,900 | |||||
Exercise of warrants (in shares) | 1,399,921 | ||||||
Series A-1 Preferred Stock conversion to common stock and fractional shares adjustments from stock split and conversion | $ (9,134,700) | 9,134,700 | |||||
Series A-1 Preferred Stock conversion to common stock and fractional shares adjustments from stock split and conversion (in shares) | (21,822,301) | 624,594 | |||||
Series B Preferred Stock conversion to common stock and fractional shares adjustments from stock split and conversion | $ (2,331,300) | 2,331,300 | $ 2,331,300 | ||||
Series B Preferred Stock conversion to common stock and fractional shares adjustments from stock split and conversion (in shares) | (16,391,397) | 469,136 | |||||
Common stock issuance to employees and non-employees | 9,432,000 | 9,432,000 | |||||
Common stock issuance to employees and non-employees | 725,536 | ||||||
Stock compensation expense | 3,813,700 | 3,813,700 | |||||
Net loss | (19,200,200) | (19,200,200) | |||||
Balance at end of period at Dec. 31, 2020 | $ 1,200 | 52,988,700 | (41,627,800) | 11,362,100 | |||
Balance at end of period (in shares) at Dec. 31, 2020 | 7,332,999 | ||||||
Common stock discount amortization | 24,700 | 24,700 | |||||
Warrants underlying common stock discount amortization | (24,700) | (24,700) | |||||
Stock compensation expense | 945,200 | 945,200 | |||||
Net loss | (3,854,500) | (3,854,500) | |||||
Balance at end of period at Mar. 31, 2021 | $ 1,200 | $ 53,933,900 | $ (45,482,300) | $ 8,452,800 | |||
Balance at end of period (in shares) at Mar. 31, 2021 | 7,332,999 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (1,852,700) |
Adjustments to reconcile net loss to net cash used for operating activities: | |
Depreciation | 33,800 |
Stock compensation expense | 456,000 |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current assets | (99,700) |
Accounts payable | (35,200) |
Accrued expenses and other current liabilities | 17,500 |
Net cash used for operating activities | (1,480,300) |
Cash flows from investing activities: | |
Purchases of property and equipment | (406,300) |
Net cash used for investing activities | (406,300) |
Cash flows from financing activities: | |
Proceeds from Series B Preferred Stock issuance | 3,000,000 |
Net cash (used in) provided by financing activities | 3,000,000 |
Net change in cash and cash equivalents | 1,113,400 |
Cash and cash equivalents: | |
Beginning of year | 1,929,100 |
End of period | 3,042,500 |
Supplemental disclosures of non-cash investing and financing activities: | |
Accruals for property and equipment | 230,700 |
Warrants underlying Series B Preferred Stock issuance | $ 2,668,300 |
ORGANIZATION_2
ORGANIZATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
ORGANIZATION | ||
ORGANIZATION | 1. ORGANIZATION Nature of Business Kiromic BioPharma, Inc. and subsidiary (the "Company") is a preclinical stage biopharmaceutical company formed under the Texas Business Organizations Code in December 2012. On May 27, 2016, the Company converted from a Texas limited liability company into a Delaware corporation and changed its name from Kiromic LLC to Kiromic Inc. On December 16, 2019, the Company amended and restated its certificate of incorporation charter to re-name the company, Kiromic BioPharma, Inc. The Company is a target discovery and gene-editing company utilizing artificial intelligence and its proprietary neural network platform with a therapeutic focus on immuno-oncology. The Company’s wholly-owned subsidiary, GreenPlanet Pharma, Inc., operates an oral healthcare business. It has developed a mouthwash using a high quality, safe, and natural ingredient formulation to provide effective symptomatic relief for a wide range of oral irritations and health concerns. This business has not generated any revenues. Going Concern — These condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates. The Company had negative cash flow from operations of $2,635,900 for the three months ended March 31, 2021, and an accumulated deficit of $45,482,300 as of March 31, 2021. To date, the Company has relied on equity and debt financing to fund its operations. The Company’s product candidates are still in the early stages of development, and substantial additional financing will be needed by the Company to fund its operations and ongoing research and development efforts prior to the commercialization, if any, of its product candidates. The Company does not have sufficient cash on hand or available liquidity to meet its obligations through the twelve months following the date the condensed consolidated financial statements are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Given its projected operating requirements and its existing cash and cash equivalents, the Company plans to complete an additional financing transaction in the third quarter of 2021 in order to continue operations. Management is currently evaluating different strategies to obtain the required funding of future operations. These strategies may include, but are not limited to, additional funding from current or new investors. However, there can be no assurance that the Company will be able to secure such additional financing, or if available, that it will be sufficient to meet its needs or on favorable terms. Therefore, the plans cannot be deemed probable of being implemented. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. NIH Grant — | 1. ORGANIZATION Nature of Business Kiromic BioPharma, Inc. and subsidiary (the "Company") is a preclinical stage biopharmaceutical company formed under the Texas Business Organizations Code in December 2012. On May 27, 2016, the Company converted from a Texas limited liability company into a Delaware corporation and changed its name from Kiromic LLC to Kiromic Inc. On December 16, 2019, the Company amended and restated its certificate of incorporation charter to re-name the company, Kiromic BioPharma, Inc. The Company is a target discovery and gene-editing company utilizing artificial intelligence and our proprietary neural network platform with a therapeutic focus on immuno-oncology. The Company’s wholly-owned subsidiary, GreenPlanet Pharma, Inc., operates an oral healthcare business. It has developed a mouthwash using a high quality, safe, and natural ingredient formulation to provide effective symptomatic relief for a wide range of oral irritations and health concerns. This business has not generated any revenues. Going Concern — The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates. The Company had negative cash flows from operations of $6,126,600 for the year ended December 31, 2020, and an accumulated deficit of $41,627,800 as of December 31, 2020. To date, the Company has relied on equity and debt financing to fund its operations. The Company’s product candidates are still in the early stages of development, and substantial additional financing will be needed by the Company to fund its operations and ongoing research and development efforts prior to the commercialization, if any, of its product candidates. Although the Company completed its initial public offering on October 15, 2020 and received net proceeds of $12,332,700 , the Company does not have sufficient cash on hand or available liquidity to meet its obligations through the twelve months following the date the consolidated financial statements are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Given its projected operating requirements and its existing cash and cash equivalents, the Company plans to complete an additional financing transaction in fiscal year 2021 in order to continue operations. Management is currently evaluating different strategies to obtain the required funding of future operations. These strategies may include, but are not limited to, additional funding from current or new investors. However, there can be no assurance that the Company will be able to secure such additional financing, or if available, that it will be sufficient to meet its needs or on favorable terms. Therefore, the plans cannot be deemed probable of being implemented. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. NIH Grant — |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information (Accounting Standards Codification ("ASC") 270, Interim Reporting) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a full presentation of financial position, results of operations, and cash flows in conformity GAAP. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. All intercompany balances were eliminated upon consolidation. Use of Estimates — Cash and Cash Equivalents — Concentrations of Credit Risk and Other Uncertainties — The Company is subject to certain risks and uncertainties from changes in any of the following areas that the Company believes could have a material adverse effect on future financial position or results of operations: the ability to obtain regulatory approval and market acceptance of, and reimbursement for, the Company’s product candidates; the performance of third-party clinical research organizations and manufacturers; protection of the intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; the Company’s ability to attract and retain employees necessary to support commercial success; and changes in the industry or customer requirements including the emergence of competitive products with new capabilities. Deposit — Property and Equipment — 1 Estimated useful lives of property and equipment are as follows for the major classes of assets: Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 Internal Use Software Development Costs — Impairment of Long-Lived Assets — Comprehensive Loss — Income Taxes — Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such temporary differences are expected to be recovered or settled. The Company records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes Research and Development Expense — The Company accrues and expenses costs of services provided by contract research organizations in connection with preclinical studies and contract manufacturing organizations engaged to manufacture clinical trial material, costs of licensing technology, and costs of services provided by research organizations and service providers. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. Proceeds from Grants — Fair Value Measurements — Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levels during the three months ended March 31, 2021 and 2020. Nonvested Stock Options and Restricted Stock Units — The vesting conditions for stock options include annual, and monthly. Annual vesting conditions are for four years. Monthly vesting conditions range from 10 10-year The vesting conditions for restricted stock units include cliff vesting conditions. Certain restricted stock units vest with a range of 6 to 12 months following the expiration of employee lock-up agreements. Certain restricted stock units vest based on the later of achievement of key milestones or the expiration of employee lock-up agreements. When nonvested restricted stock units are vested, they become exercisable over a 10-year Stock-Based Compensation — Compensation — Stock Compensation Until the Company’s common stock became publicly traded, the board of directors’ approach to estimating the fair value of the Company’s common stock includes utilizing methods outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately- Held Company Equity Securities Issued as Compensation . The Company estimates the grant-date fair value of stock options using the Black-Scholes model and the assumptions used to value such stock options are determined as follows: Expected Term. Risk-Free Interest Rate. Volatility. Dividend Yield. Common Stock Valuations. The Company did not grant any stock options during the three months ended March 31, 2021. During the three months ended March 31, 2020, the Company’s board of directors, with input from management and third-party valuations, determined the fair value of the common stock underlying all stock-based compensation grants. The Company believes that the board of directors had the relevant experience and expertise to determine the fair value of the Company’s common stock before the Company’s common stock became publicly traded. The board of directors exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each grant date. ● valuations of the common stock performed by third-party specialists; ● the prices, rights, preferences, and privileges of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock relative to those of the Company’s common stock; ● lack of marketability of the common stock; ● current business conditions and projections; ● hiring of key personnel and the experience of management; ● the Company’s stage of development; ● likelihood of achieving a liquidity event, such as an initial public offering, a merger or acquisition of the Company given prevailing market conditions, or other liquidation event; ● the market performance of comparable publicly traded companies; and ● the US and global capital market conditions. In valuing the common stock, the board of directors determined the equity value of the Company’s business using various valuation methods including combinations of income and market approaches. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in the Company’s industry or similar business operations as of each valuation date and is adjusted to reflect the risks inherent in the Company’s cash flows. The market approach references actual transactions involving (i) the subject being valued, or (ii) similar assets and/or enterprises. For each valuation, the equity value determined by the income and market approaches was then allocated to the common stock using either the option pricing method (“OPM”) or probability — weighted expected return model (“PWERM”). The option pricing method is based on the Black-Scholes option valuation model, which allows for the identification of a range of possible future outcomes, each with an associated probability. The OPM is appropriate to use when the range of possible future outcomes is difficult to predict and thus creates highly speculative forecasts. In general, while simple in its application, management did not use the OPM approach when considering allocation techniques for the valuation of equity interests in early stage, privately held life science companies. Management determined that applying the OPM would violate the major assumptions of the Black Scholes option valuation model approach. Additionally, the simulation approach can generally be reasonably approximated by a scenario-based approach like the PWERM as described below. PWERM involves a forward-looking analysis of the possible future outcomes of the enterprise. This method is particularly useful when discrete future outcomes can be predicted at a relatively high confidence level with a probability distribution. Discrete future outcomes considered under the PWERM include an initial public offering, as well as non-initial public offering market-based outcomes. Determining the fair value of the enterprise using the PWERM requires the Company to develop assumptions and estimates for both the probability of an initial public offering liquidity event and stay private outcomes, as well as the values the Company expects those outcomes could yield. From February 2018 to October 2020, the Company has valued its common stock based on a PWERM. Application of the Company’s approach involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding expected future revenue, expenses, and future cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact valuations as of each valuation date and may have a material impact on the valuation of the common stock. For valuations after the completion of an initial public offering, the board of directors will determine the fair value of each share of underlying common stock based on the closing price of the common stock as reported on the date of grant. Future expense amounts for any particular period could be affected by changes in assumptions or market conditions. For valuations after the completion of an initial public offering, the fair value of each share granted by the board of directors will be equal to the closing price of the common stock on the date of grant Segment Data — Recently Issued Accounting Pronouncements — In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases In June 2016, FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany balances were eliminated upon consolidation. Operating results for the year ended December 31, 2020 are not necessarily indicative of results to be expected for any future year. On December 17, 2019, the Company completed a 1-for-10 reverse stock split of its outstanding common stock. On June 17, 2020, the Company completed a 1-for-3.494 reverse stock split of its outstanding common stock. Accordingly, unless otherwise noted, all share and per share information has been restated to retroactively show the effect of these stock splits. Use of Estimates — Cash and Cash Equivalents — Concentrations of Credit Risk and Other Uncertainties — The Company is subject to certain risks and uncertainties from changes in any of the following areas that the Company believes could have a material adverse effect on future financial position or results of operations: the ability to obtain regulatory approval and market acceptance of, and reimbursement for, the Company’s product candidates; the performance of third-party clinical research organizations and manufacturers; protection of the intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; the Company’s ability to attract and retain employees necessary to support commercial success; and changes in the industry or customer requirements including the emergence of competitive products with new capabilities. The Company records receivables resulting from activities under its research grant from the NIH. Management believes that the Company is not exposed to significant credit risk due to the financial strength of the granting agency. Deposit — Inventories — Deferred Initial Public Offering Costs — Equity, During the year ended December 31, 2020, the Company classified deferred offering costs of $2,667,300 as a reduction to additional paid-in capital upon completion of the Company's IPO on October 15, 2020. As of December 31, 2020 and 2019, there were no deferred offering costs recorded on the Company's consolidated balance sheets. Property and Equipment — 1 Estimated useful lives of property and equipment are as follows for the major classes of assets: Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 Internal Use Software Development Costs — Impairment of Long-Lived Assets — Comprehensive Loss — Income Taxes — Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such temporary differences are expected to be recovered or settled. The Company records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes Research and Development Expense — The Company accrues and expenses costs of services provided by contract research organizations in connection with preclinical studies and contract manufacturing organizations engaged to manufacture clinical trial material, costs of licensing technology, and costs of services provided by research organizations and service providers. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. Proceeds from Grants — Convertible Promissory Notes Derivative Liability — Upon repurchase of convertible promissory notes, ASC 470, Debt Fair Value Measurements — Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levels during the years ended December 31, 2020 and 2019. The Company’s liabilities that were measured at fair value on a non-recurring and recurring basis converted into Series A-1 Preferred Stock as of December 31, 2019. Per ASC 820, the fair values of the convertible promissory notes are measured on a non-recurring basis at the relevant measurement date. The fair value of convertible promissory notes embedded derivative liability is measured on a recurring basis at the end of each reporting period. Rollforward of Level 3 Liabilities Measured at Fair Value on a Non-Recurring Basis: December 31, December 31, 2020 2019 Convertible promissory notes Beginning balance $ — $ — Amounts allocated to the embedded derivative liability at inception (at fair value) — (21,000) Conversions from accounts payable into convertible promissory notes — 134,800 Proceeds from issuances of convertible promissory notes — 250,000 Conversions into Series A‑1 Stock — (363,800) Ending balance $ — $ — Rollforward of Level 3 Liabilities Measured at Fair Value on a Recurring Basis: Convertible promissory note embedded derivative liability Beginning balance $ — $ — Realized and unrealized gains and losses — 2,000 Fair value of embedded derivative liability at inception — 21,000 Amounts derecognized upon conversion of the related convertible promissory notes — (23,000) Ending balance $ — $ — Nonvested Stock Options and Restricted Stock Units — The vesting conditions for stock options include annual, and monthly options. Annual vesting conditions are for four years. Monthly vesting conditions range from 10 The vesting conditions for restricted stock units include cliff vesting conditions. Certain restricted stock units vest with a range of 6 to 12 months following the expiration of employee lock-up agreements. Certain restricted stock units vest based on the later of achievement of key milestones or the expiration of employee lock-up agreements. When nonvested restricted stock units are vested, they become exercisable over a 10 year period from grant date. Stock-Based Compensation — Compensation — Stock Compensation Until the Company’s common stock became publicly traded, the board of directors’ approach to estimating the fair value of the Company’s common stock includes utilizing methods outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately- Held Company Equity Securities Issued as Compensation The Company estimates the grant-date fair value of stock options using the Black-Scholes model and the assumptions used to value such stock options are determined as follows: Expected Term. Risk-Free Interest Rate. Volatility. Dividend Yield. Common Stock Valuations. Valuation of Privately-Held Company Equity Securities Issued as Compensation ● valuations of the common stock performed by third-party specialists; ● the prices, rights, preferences, and privileges of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock relative to those of the Company’s common stock; ● lack of marketability of the common stock; ● current business conditions and projections; ● hiring of key personnel and the experience of management; ● the Company’s stage of development; ● likelihood of achieving a liquidity event, such as an initial public offering, a merger or acquisition of the Company given prevailing market conditions, or other liquidation event; ● the market performance of comparable publicly traded companies; and ● the US and global capital market conditions. In valuing the common stock, the board of directors determined the equity value of the Company’s business using various valuation methods including combinations of income and market approaches. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in the Company’s industry or similar business operations as of each valuation date and is adjusted to reflect the risks inherent in the Company’s cash flows. The market approach references actual transactions involving (i) the subject being valued, or (ii) similar assets and/or enterprises. For each valuation, the equity value determined by the income and market approaches was then allocated to the common stock using either the option pricing method (“OPM”) or probability — weighted expected return model (“PWERM”). The option pricing method is based on the Black-Scholes option valuation model, which allows for the identification of a range of possible future outcomes, each with an associated probability. The OPM is appropriate to use when the range of possible future outcomes is difficult to predict and thus creates highly speculative forecasts. In general, while simple in its application, management did not use the OPM approach when considering allocation techniques for the valuation of equity interests in early stage, privately held life science companies. Management determined that applying the OPM would violate the major assumptions of the Black Scholes option valuation model approach. Additionally, the simulation approach can generally be reasonably approximated by a scenario-based approach like the PWERM as described below. PWERM involves a forward-looking analysis of the possible future outcomes of the enterprise. This method is particularly useful when discrete future outcomes can be predicted at a relatively high confidence level with a probability distribution. Discrete future outcomes considered under the PWERM include an initial public offering, as well as non- initial public offering market-based outcomes. Determining the fair value of the enterprise using the PWERM requires the Company to develop assumptions and estimates for both the probability of an initial public offering liquidity event and stay private outcomes, as well as the values the Company expects those outcomes could yield. Since February 2018, the Company has valued its common stock based on a PWERM. Application of the Company’s approach involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding expected future revenue, expenses, and future cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact valuations as of each valuation date and may have a material impact on the valuation of the common stock. For valuations after the completion of an initial public offering, the fair value of each share granted by the board of directors will be equal to the closing price of the common stock on the date of grant. Warrants Underlying Shares IPO common stock — Debt with conversion and other options The Company estimated the fair value of warrants underlying shares of IPO common stock using the Black-Scholes option-valuation model and the assumptions used to value such warrants are determined as follows: Expected Term . Risk-Free Interest Rate . Volatility . Dividend Yield . Common Stock Valuations . Exercise Price . Segment Data — Recently Issued Accounting Pronouncements — In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases In June 2016, FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) On January 1, 2019, the Company adopted ASU 2016-15 (Topic 230), Classification of Certain Cash Receipts and Payments |
NET LOSS PER COMMON SHARE_2
NET LOSS PER COMMON SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
NET LOSS PER COMMON SHARE | ||
NET LOSS PER COMMON SHARE | 3. Basic and diluted net loss per common share is determined by dividing net loss less deemed dividends by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the stock options, restricted stock units, convertible Series A-1 Preferred Stock, and the convertible Series B Preferred Stock have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average common shares outstanding used to calculate both basic and diluted loss per common shares are the same. The following table illustrates the computation of basic and diluted earnings per share: Three Months Ended March 31, 2021 2020 Net loss $ (3,854,500) $ (1,852,700) Less: Series B Preferred Stock discount amortization — (368,400) Less: IPO Common Stock discount amortization (24,700) — Net loss attributable to common shareholders, basic and diluted $ (3,879,200) $ (2,221,100) Weighted average common shares outstanding, basic and diluted 7,332,999 2,863,812 Net loss per common share, basic and diluted $ (0.53) $ (0.78) For the three months ended March 31, 2021 and 2020, potentially dilutive securities excluded from the computations of diluted weighted-average common shares outstanding were (in shares): March 31, March 31, 2021 2020 Stock options to purchase 677 404,391 Restricted Stock Units 32,000 — Series A‑1 Preferred Stock — 624,594 Series B Preferred Stock — 469,136 Warrants underlying Series B Preferred Stock — 1,399,807 Total 32,677 2,897,928 | 3. NET LOSS PER COMMON SHARE Basic and diluted net loss per common share is determined by dividing net loss less deemed dividends by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the stock options, convertible Series A-1 Preferred Stock, and the convertible Series B Preferred Stock have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average common shares outstanding used to calculate both basic and diluted loss per common shares are the same. The following table illustrates the computation of basic and diluted loss per share: Years Ended December 31, 2020 2019 Net loss $ (19,200,200) $ (3,727,900) Less: Accretion and settlement of Series B Preferred Stock dividend — (40,000) Less: Series B Preferred Stock discount amortization (692,700) (210,600) Less: IPO Common Stock discount amortization (19,700) — Net loss attributable to common shareholders, basic and diluted $ (19,912,600) $ (3,978,500) Weighted average common shares outstanding, basic and diluted 4,505,867 2,862,809 Net loss per common share, basic and diluted $ (4.42) $ (1.39) For the years ended December 31, 2020 and 2019, potentially dilutive securities excluded from the computations of diluted weighted-average common shares outstanding were (in shares): December 31, December 31, 2020 2019 Stock options to purchase 1,647 75,405 Restricted Stock Units 95,815 — Series A‑1 Preferred Stock — 624,594 Series B Preferred Stock — 282,478 Warrants underlying Series B Preferred Stock — 839,784 Total 97,462 1,822,261 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
PROPERTY AND EQUIPMENT | 4. Property and equipment consisted of the following at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Equipment $ 1,138,900 $ 780,500 Leasehold improvements 1,274,600 1,229,700 Office furniture, fixtures, and equipment 16,600 16,600 Software 151,700 151,700 Construction in progress 355,000 449,200 2,936,800 2,627,700 Less: Accumulated depreciation (657,300) (561,700) Total $ 2,279,500 $ 2,066,000 Depreciation expense was $95,600 and $33,800 for the three months ended March 31, 2021 and, 2020, respectively. Depreciation expense is allocated between research and development and general and administrative operating expenses on the condensed consolidated statements of operations. | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following at December 31: 2020 2019 Equipment $ 780,500 $ 488,800 Leasehold improvements 1,229,700 302,700 Office furniture, fixtures, and equipment 16,600 16,600 Software 151,700 141,500 Construction in progress 449,200 — 2,627,700 949,600 Less: Accumulated depreciation (561,700) (361,700) Total $ 2,066,000 $ 587,900 Depreciation expense was $200,000 and $87,500 for the years ended December 31, 2020 and 2019, respectively. Depreciation expense is allocated between research and development and general and administrative operating expenses on the consolidated statements of operations. |
ACCRUED EXPENSES AND OTHER CU_4
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 5. Accrued expenses and other current liabilities consisted of the following at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Accrued consulting and outside services $ 173,900 $ 143,200 Accrued compensation 95,000 191,000 Total $ 268,900 $ 334,200 | 5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following at December 31: 2020 2019 Accrued consulting and outside services $ 143,200 $ 221,300 Accrued compensation 191,000 — Total $ 334,200 $ 221,300 |
LOAN PAYABLE
LOAN PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
LOAN PAYABLE | ||
LOAN PAYABLE | 6. On May 1, 2020, the Company received a loan in the principal amount of $115,600 (the “SBA Loan”) under the Paycheck Protection Program (“PPP”), which was established under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (the “SBA”). The intent and purpose of the PPP is to support companies, during the COVID-19 pandemic, by providing funds for certain specified business expenses, with a focus on payroll. As a qualifying business as defined by the SBA, the Company is using the proceeds from this loan to primarily help maintain its payroll. The term of the SBA Loan promissory note (“the Note”) is two years, though it may be payable sooner in connection with an event of default under the Note. The SBA Loan carries a fixed interest rate of one percent per year, with the first payment due seven months from the date of initial cash receipt. Under the CARES Act and the PPP, certain amounts of loans made under the PPP may be forgiven if the recipients use the loan proceeds for eligible purposes, including payroll costs and certain rent or utility costs, and meet other requirements regarding, among other things, the maintenance of employment and compensation levels. The Company intends to use the SBA Loan for qualifying expenses and to apply for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. The Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, materially false or misleading representations to the SBA, and adverse changes in the Company’s financial condition or business operations that may materially affect its ability to pay the SBA Loan. As the legal form of the Note is a debt obligation, the Company accounts for it as debt under ASC 470, Debt Interest During the year ended December 31, 2020, the Company applied for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. On February 16, 2021, the SBA granted forgiveness of the SBA Loan and all applicable interest. On the date of forgiveness, the principal and accrued interest totaled $105,800 . The forgiveness was classified as a gain on loan extinguishment in the condensed consolidated statement of operations. | 6. CURRENT LOAN PAYABLE On May 1, 2020, the Company received a loan in the principal amount of $115,600 (the “SBA Loan”) under the Paycheck Protection Program (“PPP”), which was established under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (the “SBA”). The intent and purpose of the PPP is to support companies, during the COVID-19 pandemic, by providing funds for certain specified business expenses, with a focus on payroll. As a qualifying business as defined by the SBA, the Company is using the proceeds from this loan to primarily help maintain its payroll. The term of the SBA Loan promissory note (“the Note”) is two years, though it may be payable sooner in connection with an event of default under the Note. The SBA Loan carries a fixed interest rate of one percent per year, with the first payment due seven months from the date of initial cash receipt. Under the CARES Act and the PPP, certain amounts of loans made under the PPP may be forgiven if the recipients use the loan proceeds for eligible purposes, including payroll costs and certain rent or utility costs, and meet other requirements regarding, among other things, the maintenance of employment and compensation levels. The Company intends to use the SBA Loan for qualifying expenses and to applied for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. The SBA Loan was forgiven on February 16, 2021. See Note 14. The Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, materially false or misleading representations to the SBA, and adverse changes in the Company’s financial condition or business operations that may materially affect its ability to pay the SBA Loan. As the legal form of the Note is a debt obligation, the Company accounts for it as debt under ASC 470, Debt The Company accrued $200 of interest expense during the year ended December 31, 2020. The Company accrues interest over the term of the loan and does not impute additional interest at a market rate because the guidance on imputing interest in ASC 835-30, Interest |
NOTE PAYABLE_2
NOTE PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
NOTE PAYABLE | ||
NOTE PAYABLE | 7. In November 2020, the Company entered into a financing arrangement for its Director and Officer Insurance policy. The total amount financed was approximately $540,500 with an annual interest rate of 4.59% , to be paid over a period of nine months. As of March 31, 2021 and December 31, 2020, the remaining payable balance on the financed amount was $227,800 and $362,400 , respectively. | 7. NOTE PAYABLE In November 2020, the Company entered into a financing arrangement for its Director and Officer Insurance policy. The total amount financed was approximately $540,500 with an annual interest rate of 4.59%, to be paid over a period of nine months. As of December 31, 2020, the remaining payable balance on the financed amount was approximately $362,400. |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | 8. Facility Lease Agreements — On November 19, 2020, the Company’s board of directors approved the lease renewal of its premises in Houston, Texas. Once the current lease expires in May 2021, the renewed lease agreement will commence under an operating lease agreement that is noncancelable from commencement until May 1, 2024. On March 22, 2021, the Company’s board of directors approved a lease expansion within its premises in Houston, Texas. The amended lease agreement will commence on August 1, 2021 under an operating lease agreement that is noncancelable from commencement until May 1, 2024. The amended lease agreement adds approximately 15,385 square feet. The Company has the option to cancel the lease thereafter until the agreement expires on May 1, 2026. The termination date is effective after 90-days If the Company exercises the cancellation option, the Company must also pay the lessor a termination payment equal to three months of base rent. The total lease payments per month were $21,353 beginning January 1, 2020. The total lease payments per month will be $22,477, 45,554, and $46,116 beginning May 1, 2021, August 1, 2021, and May 1, 2023, respectively. The Company records rent expense as incurred over the term of the leases. As of March 31, 2021, the future minimum commitments under the amended lease agreement will be as follows: Amount 2021 $ 316,600 2022 546,700 2023 551,100 2024 461,200 Total $ 1,875,600 Rent expense for the facility lease agreements was $69,000 and $60,000 during the three months ended March 31, 2021 and 2020, respectively. Rent expense is included as an allocation between research and development and general and administrative expense in the condensed consolidated statements of operations. License Agreements — Strategic Alliance Agreement with Leon Office (H.K.) — Legal Proceedings — The Company regularly assesses all contingencies and believes, based on information presently known, the Company is not involved in any matters that would have a material effect on the Company’s financial position, results of operations and cash flows. | 9. Facility Lease Agreements — On November 19, 2020, the Company’s board of directors approved the lease renewal of its premises in Houston, Texas. Once the current lease expires in May 2021, the renewed lease agreement will commence under an operating lease agreement that is noncancelable from commencement until May 1, 2024. The Company has the option to cancel the lease thereafter until the agreement expires on May 1, 2026. The termination date is effective after 90 days notice of cancellation. The total lease payments per month will be $21,353 beginning January 1, 2020. The total lease payments per month will be $22,477 and $23,039 beginning May 1, 2021 and May 1, 2022, respectively. The Company records rent expense on a straight-line basis over the term of the leases. As of December 31, 2020, future minimum commitments under the facility lease agreement are as follows: Amount 2021 $ 265,200 2022 269,700 2023 274,200 2024 230,400 Total $ 1,039,500 Annual rent expense for the facility lease agreements was $262,900 and $129,100 for the years ended December 31, 2020 and 2019, respectively, and is included as an allocation between research and development and general and administrative expense in the consolidated statements of operations. License Agreements — Legal Proceedings — |
STOCKHOLDERS' EQUITY_2
STOCKHOLDERS' EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | ||
STOCKHOLDERS' EQUITY | 9. On June 17, 2020, the Company filed an amendment to its amended and restated certificate of incorporation to complete a 1-for-3.494 reverse split of the Company’s outstanding shares common stock. Accordingly, unless otherwise noted, all share and per share information has been restated to retroactively show the effect of this stock split. As of March 31, 2021 and December 31, 2020, the Company was authorized to issue 300,000,000 shares of common stock and 60,000,000 shares of Preferred Stock, of which 24,000,000 shares were designated as Series A-1 Preferred Stock and 16,500,000 shares were designated as Series B Preferred Stock. Common Stock — On June 17, 2020, the Company filed an amendment to its amended and restated certificate of incorporation to complete a 1-for-3.494 reverse split of the Company’s outstanding shares common stock. Accordingly, unless otherwise noted, all share and per share information has been restated to retroactively show the effect of this stock split. As of March 31, 2021 and December 31, 2020, the Company was authorized to issue 300,000,000 shares of common stock and 60,000,000 shares of Preferred Stock, of which 24,000,000 shares were designated as Series A-1 Preferred Stock and 16,500,000 shares were designated as Series B Preferred Stock. Common Stock — On October 15, 2020, the Company received net proceeds of $12,332,700 from its IPO, after deducting underwriting discounts and commissions of $1,275,000 and other offering expenses of $1,392,300 incurred. The Company issued and sold 1,250,000 shares of common stock in the IPO at a price of $12.00 per share. In connection with the IPO, all shares of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock were converted into 624,594 and 469,136 shares of common stock, respectively. Below is a table that outlines the initial value of issuances allocated to the IPO common stock, the IPO common stock discount amortized, and value of IPO common stock that was converted into additional-paid-in-capital during the three months ended March 31, 2021: 2021 Common Stock Balance at January 1, $ 11,975,400 Common stock IPO discount amortization 24,700 Balance at March 31, $ 12,000,100 On June 8, 2020, the Company agreed to amend the warrant vesting schedule such that the warrants underlying shares of Series B Preferred Stock became immediately exercisable for each warrant holder. On June 8, 2020, warrant holders exercised their option to purchase 335,982 shares of common stock for proceeds of $1,200. Then, on June 10, 2020, warrant holders exercised their option to purchase an additional 1,063,939 shares of common stock for proceeds of $3,700. On June 8, 2020, the Company issued 3,106 and 430 shares of common stock to the Company’s Chief Medical Officer and another employee, respectively. In addition, on June 19, 2020, the Company issued 402,000 and 320,000 shares of common stock to the Company’s Chief Financial Officer and Chief Operating Officer ("the CFO and COO") and Chief Strategy and Innovation Officer ("the CSO"), respectively. The shares were issued in exchange cash considerations Each holder of outstanding shares of common stock shall be entitled to one vote in respect of each share. The number of authorized shares of common stock may be increased or decreased by the affirmative vote of a majority of the outstanding shares of common stock and preferred stock voting together as a single class. The Company has never paid dividends and has no plans to pay dividends on common stock. As of December 31, 2017, the Company adopted a stock option plan. On September 25, 2019, the board of directors approved an additional 10,000,000 shares to be reserved and authorized under the Plan. This approval increased the total number of authorized shares from 20,000,000 to 30,000,000. After the reverse stock splits, the total number of authorized shares was updated to 858,615. On June 19, 2020, the board of directors approved an additional 850,000 shares to be reserved and authorized under the Plan. This approval increased the total number of authorized shares from 858,615 to 1,708,615. There were 322,063 shares and 271,949 shares available for issuance as of March 31, 2021 and 2020, respectively. Series B Preferred Stock — On matters submitted to a vote of the stockholders of the Company, Series B Preferred Stock, Series A-1 Preferred Stock, and common stock vote together as one class, with the vote of the Series B Preferred Stock on an as-converted basis. Each holder of Series B Preferred Stock shall have a number of votes equal to the shares of common stock into which the shares of Series B Preferred Stock held by such holder are then convertible. With respect rights on liquidation, winding up and dissolution, shares of Series B Preferred Stock rank senior to all shares of common stock, but not senior to Series A-1 Preferred Stock. Each share of Series B Preferred Stock is convertible at any time at the option of the holder at the then current conversion rate. In addition, upon the closing of the sale of shares of common stock to the public in an initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, all shares of preferred stock shall automatically be converted into shares of common stock at the then effective conversion rate. Accordingly, in connection with the IPO, all shares of the Company’s Series B Preferred Stock were converted into 469,136 shares of common stock on October 15, 2020. Below is a table that outlines the initial value of issuances allocated to Series B Preferred Stock and the Series B Preferred Stock discount amortized during the three months ended March 31: 2020 Series B Preferred Stock Balance at January 1, $ 1,306,900 Series B Preferred Stock proceeds 3,000,000 Series B Preferred Stock discount (2,668,300) Series B Preferred Stock discount amortization 368,400 Balance at March 31, $ 2,007,000 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or the occurrence of a liquidation, the holders of the shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to $0.46, the original issue price. Warrants Underlying Series B Preferred Stock — ● 30% of the warrants beginning six months after the date on which the securities of the Company are first listed on a United States national securities exchange (such date, the "Listing Date"); ● An additional 30% of the warrants beginning nine months after the Listing Date; and ● The remainder of the warrants beginning twelve months after the Listing Date. As of March 31, 2020, the Company sold 16,391,397 shares of Series B Preferred Stock, which contained 1,399,921 underlying warrants to purchase common stock based on the exercise price and vesting schedule outlined above. These warrants are equity classified and the fair value of $5,533,000 is reflected as additional paid-in capital. On June 8, 2020, the Company agreed to amend the warrant vesting schedule such that the warrants became immediately exercisable for each warrant holder. On June 8, 2020, warrant holders exercised their option to purchase 335,982 shares of common stock for proceeds of $1,200. Then, on June 10, 2020, warrant holders exercised their option to purchase an additional 1,063,939 shares of common stock for proceeds of $3,700. As of March 31, 2021, there were no warrants underlying Series B Preferred Stock. The Black-Scholes option-pricing model was used to estimate the fair value of the warrants with the following weighted-average assumptions for the three months ended March 31, 2021 and 2020: March 31, 2020 Risk-free interest rate 1.54% - 1.88 % Expected volatility 71.95% - 72.71 % Expected life (years) 10 Expected dividend yield 0 % Representative's Warrants — These warrants were equity classified. As of March 31, 2021 and December 31, 2020, the warrant fair values of $332,600 and $357,300, respectively, is reflected as additional paid-in capital. On the issuance date, the Black-Scholes option-pricing model was used to estimate the fair value of the warrants with the following weighted-average assumptions on October 15: 2020 Risk-free interest rate 0.18 % Expected volatility 94.08 % Expected life (years) 2.74 Expected dividend yield 0 % | 10. On December 16, 2019, the Company amended and restated its certificate of incorporation to, among other things, (i) complete a 1-for-10 reverse split of the Company’s outstanding shares of common stock; (ii) increase the Company’s authorized Preferred Stock to 60,000,000 shares and (iii) change the par value of the Preferred Stock from $0.01 to $0.0001 per share. On June 17, 2020, the Company filed an amendment to its amended and restated certificate of incorporation to complete a 1-for-3.494 reverse split of the Company’s outstanding shares of common stock. Accordingly, unless otherwise noted, all share and per share information has been restated to retroactively show the effect of these stock splits during the years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019, the Company was authorized to issue 300,000,000 shares of common stock and 60,000,000 shares and of Preferred Stock, of which 24,000,000 shares were designated as Series A-1 Preferred Stock. Additionally, 16,500,000 shares and 14,130,435 shares were designated as Series B Preferred Stock as of December 31, 2020 and 2019, respectively. Common Stock — On October 15, 2020, the Company received net proceeds of $12,332,700 from its IPO, after deducting underwriting discounts and commissions of $1,275,000 and other offering expenses of $1,392,300 incurred. The Company issued and sold 1,250,000 shares of common stock in the IPO at a price of $12.00 per share. In connection with the IPO, all shares of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock were converted into 624,594 and 469,136 shares of common stock, respectively. Below is a table that outlines the initial value of issuances allocated to the IPO common stock, the IPO common stock discount amortized, and value of IPO common stock that was converted into additional-paid-in-capital during the year ended December 31, 2020: 2020 Common Stock Balance at January 1, $ — Common stock IPO proceeds, net of issuance costs 12,332,700 Common stock IPO discount (377,000) Common stock IPO discount amortization 19,700 Balance at December 31, $ 11,975,400 On June 8, 2020, the Company agreed to amend the warrant vesting schedule such that the warrants became immediately exercisable for each warrant holder. On June 8, 2020, warrant holders exercised their option to purchase 335,982 shares of common stock for proceeds of $1,200. Then, on June 10, 2020, warrant holders exercised their option to purchase an additional 1,063,939 shares of common stock for proceeds of $3,700. There were 0 and 839,952 warrants outstanding as of December 31, 2020 and 2019, respectively. On June 8, 2020, the Company issued 3,106 and 430 shares of common stock to the Company’s Chief Medical Officer and another employee, respectively. In addition, on June 19, 2020, the Company issued 402,000 and 320,000 shares of common stock to the Company’s Chief Financial Officer and Chief Operating Officer ("the CFO and COO") and Chief Strategy and Innovation Officer ("the CSIO"), respectively. The shares were issued in exchange cash considerations Each holder of outstanding shares of common stock shall be entitled to one vote in respect of each share. The number of authorized shares of common stock may be increased or decreased by the affirmative vote of a majority of the outstanding shares of common stock and preferred stock voting together as a single class. The Company has never paid dividends and has no plans to pay dividends on common stock. As of December 31, 2017, the Company adopted the Plan. On September 25, 2019, the board of directors approved an additional 10,000,000 shares to be reserved and authorized under the Plan. This approval increased the total number of authorized shares from 20,000,000 to 30,000,000. After the reverse stock splits, the total number of authorized shares was updated to 858,615. On June 19, 2020, the board of directors approved an additional 850,000 shares to be reserved and authorized under the Plan. This approval increased the total number of authorized shares from 858,615 to 1,708,615. There were 270,933 shares and 258,813 shares available for issuance as of December 31, 2020 and 2019, respectively. Series A-1 Preferred Stock — On matters submitted to a vote of the stockholders of the Company, Series A-1 Preferred Stock and common stock vote together as one class, with the vote of the Series A-1 Preferred Stock on an as-converted basis. Each holder of Series A-1 Preferred Stock shall have a number of votes equal to the shares of common stock into which the shares of Series A-1 Preferred Stock held by such holder are then convertible. With respect rights on liquidation, winding up and dissolution, shares of the Series A-1 Preferred Stock rank senior to all shares of common stock. Each share of Series A-1 Preferred Stock is convertible at any time at the option of the holder at the then current conversion rate. In addition, upon the closing of the sale of shares of common stock to the public in an initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, all shares of preferred stock shall automatically be converted into shares of common stock at the then effective conversion rate. In connection with the IPO, all shares of the Company's Series A-1 Preferred Stock were converted into 624,594 shares of common stock. Series B Preferred Stock — Until the filing of the amended and restated certificate of incorporation on December 16, 2019, shares of Series B Preferred Stock had accrued unpaid dividends at an annual rate of 6% per share. The amended and restated certificate of incorporation eliminated the clause requiring the dividend accrual. In addition, on December 6, 2019, the Series B Preferred Stock investors voted in favor of forfeiting all accrued and unpaid dividends, along with all future dividends. In exchange, the Company issued 87,050 shares of Series B Preferred Stock to the investors. The Company treated this transaction as accretion and settlement of a Series B Preferred Stock dividends in the amount of $40,000. Accordingly, additional paid-in capital was reduced by $40,000. The Series B Preferred Stock conversion price is initially equal to the Series B Preferred Stock original issuance price of $0.46 per share divided by the rate at which shares of Series B Preferred Stock may be converted into shares of common stock. The holders of the Series B Preferred Stock held a special redemption right. In the event the Company had not filed an initial registration statement with the United States Securities and Exchange Commission and submitted an application to be listed on the Nasdaq Stock market on or prior to November 15, 2019, subject to Delaware law governing distributions to stockholders and the Company’s ability to redeem its shares, all or part of the shares of Series B Preferred Stock held by any holder of record as of such date of shares of Series B Preferred Stock with an aggregate purchase price of at least $1,000,000 would have been be redeemable at the option of such holders of record commencing any time on or after November 16, 2019 at a price equal to the purchase price paid for such shares plus all unpaid dividends accrued on such shares. Also, in the event that the Company was not ultimately approved for listing on a Nasdaq Stock Market tier lower than the Nasdaq Global Select Market, the special redemption right would remain in effect and may have been exercisable on any date thereafter. If the Company was unable to execute a redemption upon request of a holder, interest would accrue on the shares at rate of 14.6%, or warrants underlying the shares would be exercisable and the fair market value of the shares of common stock received in connection therewith would be treated as payment in exchange for the shares of Series B Preferred Stock submitted for redemption by such holder. On November 12, 2019 and November 13, 2019, the Series B Preferred Stock investors signed waivers, which provided consent to the Company to eliminate the special redemption right. When the Company amended and restated its certificate of incorporation on December 16, 2019, the special redemption right provision was eliminated. The elimination of the special redemption right allows for permanent equity classification for the Series B Preferred Stock. Since the Warrants are equity classified, the Company allocated the relative fair value of the cash proceeds between the Series B Preferred Stock and the Warrants. The fair value of the Warrants is offset by a contra account, which is classified as a discount to the Series B Preferred Stock. The discount is amortized using the effective interest method at an effective interest rate of 28% per annum. On January 24, 2020, the Company issued 4,782,608 shares of Series B Preferred Stock for $2,200,000. On January 29, 2020, the Company filed a certificate of correction to its amended and restated its certificate of incorporation to authorize the issuance of up to 16,500,000 shares of Series B Preferred Stock. On January 31, 2020, the Company issued an additional 1,739,130 shares of Series B Preferred Stock for $800,000. In connection with the IPO, all shares of the Company's Series B Preferred Stock were converted into 469,136 shares of common stock, and the value of the Series B Preferred Stock converted into additional-paid-in-capital. Below is a table that outlines the initial value of issuances allocated to Series B Preferred Stock, the Series B Preferred Stock discount amortized, and value of Series B Preferred Stock that was converted into additional-paid-in-capital during the years ended December 31: 2020 2019 Series B Preferred Stock Balance at January 1, $ 1,306,900 $ 4,500,000 Series B Preferred Stock proceeds 3,000,000 (3,443,700) Series B Preferred Stock discount (2,668,300) 210,600 Series B Preferred Stock discount amortization 692,700 40,000 Series B Preferred Stock conversion to common stock (2,331,300) — Balance at December 31, $ — $ 1,306,900 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or the occurrence of a liquidation, the holders of the shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to $0.46, the original issue price. On matters submitted to a vote of the stockholders of the Company, Series B Preferred Stock, Series A-1 Preferred Stock, and common stock vote together as one class, with the vote of the Series B Preferred Stock on an as-converted basis. Each holder of Series B Preferred Stock shall have a number of votes equal to the shares of common stock into which the shares of Series B Preferred Stock held by such holder are then convertible. With respect rights on liquidation, winding up and dissolution, shares of Series B Preferred Stock rank senior to all shares of common stock, but not senior to Series A-1 Preferred Stock. Each share of Series B Preferred Stock is convertible at any time at the option of the holder at the then current conversion rate. In addition, upon the closing of the sale of shares of common stock to the public in an initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, all shares of preferred stock shall automatically be converted into shares of common stock at the then effective conversion rate. Conversion of Convertible Promissory Notes — In connection with the IPO, all shares of the Company's Series A-1 Preferred Stock were converted into 624,594 shares of common stock. Warrants Underlying Series B Preferred Stock — ● 30% of the warrants beginning six months after the date on which the securities of the Company are first listed on a United States national securities exchange (such date, the "Listing Date"); ● An additional 30% of the warrants beginning nine months after the Listing Date; and ● The remainder of the warrants beginning twelve months after the Listing Date. As of December 31, 2019, the Company sold 9,782,609 shares of Series B Preferred Stock, which contained 839,952 underlying warrants to purchase common stock based on the exercise price and vesting schedule outlined above. During the year ended December 31, 2020, the Company sold an additional 6,521,738 shares of Series B Preferred Stock, which contained 559,969 underlying warrants to purchase common stock based on the exercise price and vesting schedule outlined above. These warrants were equity classified and the fair value of $5,208,700 is reflected as additional paid-in capital. On June 8, 2020, the Company agreed to amend the warrant vesting schedule such that the warrants became immediately exercisable for each warrant holder. On June 8, 2020, warrant holders exercised their option to purchase 335,982 shares of common stock for proceeds of $1,200. Then, on June 10, 2020, warrant holders exercised their option to purchase an additional 1,063,939 shares of common stock for proceeds of $3,700. There are no warrants underlying Series B Preferred Stock outstanding as of December 31, 2020. The Black-Scholes option-pricing model was used to estimate the fair value of the warrants with the following weighted-average assumptions for the years ended December 31: 2020 2019 Risk-free interest rate 1.54% - 1.88 % 1.54% - 1.84 % Expected volatility 71.95% - 72.71 % 71.95% - 72.20 % Expected life (years) 10.00 10.00 Expected dividend yield 0 % 0 % Representative's Warrants — These warrants were equity classified and the fair value of $377,000 is reflected as additional paid-in capital. The Black-Scholes option-pricing 2020 Risk-free interest rate 0.18 % Expected volatility 94.08 % Expected life (years) 2.74 Expected dividend yield 0 % |
STOCK-BASED COMPENSATION_2
STOCK-BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
STOCK-BASED COMPENSATION | ||
STOCK-BASED COMPENSATION | 10. 2017 Stock Incentive Plan — Stock Options There were no options granted during the three months ended March 31, 2021. 2020 Risk-free interest rate 1.59% - 2.92 % Expected volatility 72.29% - 78.16 % Expected life (years) 4.93 – 6.07 Expected dividend yield 0 % The fair value of the common shares underlying the stock options has historically been determined by the board of directors, with input from management. Because there was no public market for the Company’s common shares prior to October 15, 2020, the board of directors determined the fair value of the common shares at the time of grant of the stock option by considering a number of objective and subjective factors, including important developments in the Company’s operations, third-party valuations performed, sales of Series A-1 Preferred Stock, sales of Series B Preferred Stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common shares, among other factors. The following table summarizes the activity for all stock options outstanding at March 31 under the Plan: 2021 2020 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of year 489,718 $ 10.03 598,083 $ 11.11 Granted — — 17,631 12.02 Exercised — — — — Cancelled and forfeited (57,149) 17.88 (30,768) 11.88 Balance at December 31 432,569 $ 8.99 584,946 $ 11.09 Options exercisable at December 31: 408,306 $ 8.75 361,720 $ 7.67 Weighted average grant date fair value for options granted during the year: $ — $ 35.62 The following table summarizes additional information about stock options outstanding and exercisable at March 31, 2021 and 2020 under the Plan: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Aggregate Average Aggregate As of Options Contractual Exercise Intrinsic Options Exercise Intrinsic March 31, Outstanding Life Price Value Exercisable Price Value 2021 432,569 6.72 $ 8.99 $ 839,700 408,306 $ 8.75 $ 269,514 2020 584,946 8.02 $ 11.09 $ 18,712,900 361,720 $ 7.67 $ 12,808,800 Total stock compensation expense recognized from stock-based compensation awards classified as stock options were recognized in the condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020 as follows: 2021 2020 Research and development $ 19,000 $ 425,000 General and administrative 102,000 31,000 Total $ 121,000 $ 456,000 On August 20, 2020, the board of directors canceled and terminated 15,792 stock options, granted during the quarter ended June 30, 2020 to four non-employees. Thereafter, on August 20, 2020, the board of directors granted 21,112 stock options to the same individuals with a grant date fair value of $12.81 per share. There were 3,959 stock option grants that were considered vested on the grant date. The effects of the stock option modifications resulted in $20,900 of stock compensation expense allocable to general and administrative for the three months ended March 31, 2021. Included in that amount were $9,600 of incremental compensation costs resulting from the modifications for the three months ended March 31, 2021. As of March 31, 2021, total unrecognized stock compensation expense is $252,700, related to unvested stock options to be recognized over the remaining weighted-average vesting period of 1.25 years. 2017 Stock Incentive Plan — Restricted Stock Units In January 2017, the Company’s board of directors approved the adoption of the Plan. The Plan permits the Company to grant up to 1,708,615 shares of the Company’s common stock awards, including incentive stock options; non-statutory stock options; and conditional share awards to employees, directors, and consultants of the Company. All granted shares that are canceled, forfeited, or expired are returned to the Plan and are available for grant in conjunction with the issuance of new common stock awards. Restricted stock units (“RSUs”) vest over a specified amount of time or when certain performance metrics are achieved by the Company. The fair value of the common shares underlying the RSUs has historically been determined by the board of directors, with input from management. As there was no public market for Company’s common shares prior to October 15, 2020, the board of directors determined the fair value of the common shares at the time of grant of the RSUs by considering a number of objective and subjective factors, including important developments in the Company’s operations, third-party valuations performed, sales of Series A-1 Preferred Stock, sales of Series B Preferred Stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common shares, among other factors. The following table summarizes the activity for all RSUs outstanding at March 31 under the Plan: 2021 2020 Weighted Average Weighted Average Grant Date Grant Date Fair Value Fair Value Shares Per Share Shares Per Share Nonvested RSUs at beginning of year 946,245 $ 12.81 — $ — Granted 6,019 9.00 — — Vested — — — — Cancelled and forfeited — — — — Nonvested RSUs at December 31 952,264 $ 12.79 — $ — On August 20, 2020, the board of directors canceled and terminated 709,334 RSUs, granted during the quarter ended June 30, 2020. The cancelled RSUs were originally granted to five individuals with a grant date fair value of $12.87 per share. Thereafter, on August 20, 2020, the board of directors granted 946,245 RSUs to the same individuals with a grant date fair value of $12.81 per share. None of the RSU grants were considered vested on the grant date. The RSU grants were modified for three employees and two non-employees. The effects of the RSU modifications resulted in $267,700 and $556,600 of stock compensation expense allocable to research and development and general and administrative, respectively, during the three months ended March 31, 2021. Included in those amounts were incremental compensation costs of $20,400 and $44,700 of stock compensation expense allocable to research and development and general and administrative, respectively, during the three months ended March 31, 2021. | 11. 2017 Stock Incentive Plan — Stock Options The Black-Scholes option-pricing model was used to estimate the fair value of stock options with the following weighted-average assumptions for the years ended December 31: 2020 2019 Risk-free interest rate 0.15% - 2.92 % 1.60% - 2.92 % Expected volatility 72.29% - 82.52 % 72.29% - 78.16 % Expected life (years) 4.93 – 6.07 4.93 – 6.07 Expected dividend yield 0 % 0 % The fair value of the common shares underlying the stock options has historically been determined by the board of directors, with input from management. Because there was no public market for the Company’s common shares prior to October 15, 2020, the board of directors determined the fair value of the common shares at the time of grant of the stock option by considering a number of objective and subjective factors, including important developments in the Company’s operations, third-party valuations performed, sales of Series A-1 Preferred Stock, sales of Series B Preferred Stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common shares, among other factors. The following table summarizes the activity for all stock options outstanding at December 31 under the Plan: 2020 2019 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of year 598,083 $ 11.04 520,517 $ 8.64 Granted 86,536 17.95 209,505 17.29 Exercised — — (1,719) 6.64 Cancelled and forfeited (194,901) 15.06 (130,220) 11.56 Balance at December 31 489,718 $ 10.03 598,083 $ 11.04 Options exercisable at December 31: 441,430 $ 9.50 368,527 $ 7.72 Weighted average grant date fair value for options granted during the year: $ 17.43 $ 10.82 The following table summarizes additional information about stock options outstanding and exercisable at December 31, 2020 and 2019 under the Plan: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Aggregate Average Aggregate As of Options Contractual Exercise Intrinsic Options Exercise Intrinsic December 31, Outstanding Life Price Value Exercisable Price Value 2020 489,718 6.37 $ 10.03 $ 554,900 441,430 $ 9.50 $ — 2019 598,083 8.07 $ 11.04 $ 19,163,700 368,527 $ 7.72 $ 13,031,000 Total stock compensation expense recognized from stock-based compensation awards classified as stock options were recognized in the consolidated statements of operations for the years ended December 31, 2020 and 2019 as follows: 2020 2019 Research and development $ 1,008,000 $ 332,000 General and administrative 332,000 190,900 Total $ 1,340,000 $ 522,900 On August 20, 2020, the board of directors canceled and terminated 15,792 stock options, granted during the quarter ended June 30, 2020 to four non-employees. Thereafter, on August 20, 2020, the board of directors granted 21,112 stock options to the same individuals with a grant date fair value of $12.81 per share. There were 3,959 stock option grants that were considered vested on the grant date. The effects of the stock option modifications resulted in $65,900 of stock compensation expense allocable to general and administrative for the year December 31, 2020. Included in that amount were $34,800 of incremental compensation costs resulting from the modifications for the year ended December 31, 2020. As of December 31, 2020, total unrecognized stock compensation expense is $473,900, related to unvested stock options to be recognized over the remaining weighted-average vesting period of 1.79 years. 2017 Stock Incentive Plan — Restricted Stock Units In January 2017, the Company’s board of directors approved the adoption of the Plan. The Plan permits the Company to grant up to 1,708,615 shares of the Company’s common stock awards, including incentive stock options; non-statutory stock options; and conditional share awards to employees, directors, and consultants of the Company. All granted shares that are canceled, forfeited, or expired are returned to the Plan and are available for grant in conjunction with the issuance of new common stock awards. Restricted stock units (“RSUs”) vest over a specified amount of time or when certain performance metrics are achieved by the Company. The fair value of the common shares underlying the RSUs has historically been determined by the board of directors, with input from management. As there was no public market for Company’s common shares prior to October 15, 2020, the board of directors determined the fair value of the common shares at the time of grant of the RSUs by considering a number of objective and subjective factors, including important developments in the Company’s operations, third-party valuations performed, sales of Series A-1 Preferred Stock, sales of Series B Preferred Stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common shares, among other factors. The following table summarizes the activity for all RSUs outstanding at December 31 under the Plan: 2020 Weighted Average Grant Date Fair Value Shares Per Share Nonvested RSUs at beginning of year — $ — Granted 1,655,579 12.84 Vested — — Cancelled and forfeited (709,334) 12.87 Nonvested RSUs at December 31 946,245 $ 12.81 During the year ended December 31, 2020, 1,655,579 RSUs were granted and 709,334 RSUs were cancelled. During the year ended December 31, 2020, no RSUs vested. No RSUs were granted On August 20, 2020, the board of directors canceled and terminated 709,334 RSUs, granted during the quarter ended June 30, 2020. The cancelled RSUs were originally granted to five individuals with a grant date fair value of $12.87 per share. Thereafter, on August 20, 2020, the board of directors granted 946,245 RSUs to the same individuals with a grant date fair value of $12.81 per share. None of the RSU grants were considered vested on the grant date. The RSU grants were modified for three employees and two non-employees. The effects of the RSU modifications resulted in $748,400 and $1,725,300 of stock compensation expense allocable to research and development and general and administrative, respectively, during the year ended December 31, 2020. Included in those amounts were incremental compensation costs of $166,900 and $402,700 of stock compensation expense allocable to research and development and general and administrative, respectively, during the year ended December 31, 2020. |
INCOME TAXES_2
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
INCOME TAXES | 11. The Company’s effective tax rate from continuing operations was 0% for the three months ended March 31, 2021 and 2020. The Company recorded no income tax provision for the three months ended March 31, 2021 and 2020. The provision for income taxes during the interim reporting periods is calculated by applying an estimate of the annual effective tax rate for the full fiscal year to "ordinary" income or loss for the reporting period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to several factors, including changes in the mix of the pre-tax income and the jurisdictions to which it relates, changes in tax laws, business reorganizations and settlements with taxing authorities. The income tax rates vary from the US federal statutory rate of 21% primarily due to the full valuation allowance on the Company’s deferred tax assets. The Company has recorded the full valuation allowance based on an evaluation of both positive and negative evidence, including latest forecasts and cumulative losses in recent years. The Company has concluded that it was more likely than not that none of its deferred tax assets would be realized. | 12. For the years ended December 31, 2020 and 2019, the Company recognized no provision or benefit from income taxes. The following is a reconciliation of the effective income tax rate to the statutory federal income tax rate for the years ended December 31, 2020 and 2019. 2020 2019 Federal income tax at statutory rates 21.00 % 21.00 % Federal income tax rate reduction — % — % Change in valuation allowance (21.00) (21.00) Effective income tax rate — % — % Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. The Company recorded a valuation allowance to fully offset the net deferred tax asset, because it is more likely than not that the Company will not realize future benefits associated with these deferred tax assets as of December 31, 2020 and 2019 due to the significant uncertainty about the realization of the deferred tax asset until the Company can operate profitably. The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets are as follows as of December 31: 2020 2019 Deferred tax assets (liabilities): Net operating loss carryforward $ 3,842,900 $ 2,605,400 Stock compensation expense 3,379,000 597,400 Intangible assets 23,600 27,800 Total gross deferred tax assets 7,245,500 3,230,600 Valuation allowance (7,061,600) (3,198,100) Property and equipment (183,900) (32,500) Net deferred tax assets (liabilities) — — As of December 31, 2020 and 2019, the Company has a US net operating loss ("NOL") carryforward of $18,299,500 and $12,406,800, respectively. The NOL carryforwards may be subject to annual limitations due to "change in ownership" provisions of Internal Revenue Code Section 382 ("Section 382") that can be triggered due to future ownership changes. Additionally, the NOL loss carryforwards are subject to examination and adjustments by the Internal Revenue Service until the statute of limitations closes on the year in which the NOL is utilized. As of December 31, 2020 and 2019, there were no material uncertain tax positions taken by the Company. Additionally, the Company does not expect any unrecognized tax benefits to change significantly over the next twelve months. As of December 31, 2020, the Company is not currently under audit by any income tax authority. On March 27, 2020, in response to the COVID-19 pandemic, the president of the United States signed the CARES Act. The Company does not expect there to be any significant benefit to its income tax provision as a result of the CARES Act, and the Company continues to monitor for any potential tax legislation related to the COVID-19 pandemic. |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | 12. During the three months ended March 31, 2020, the Company maintained two separate consulting agreements with the Company's Chief Strategy and Innovation Officer (the "CSIO"), and the Chief Financial Officer and Chief Operating Officer (the "CFO and COO"). Beginning in the year ended December 31, 2014, the Company entered into its first consulting agreement with the CSIO. Pursuant to the amended agreement dated July 20, 2018, the CSIO is entitled to a consulting fee of $400 per hour, provided that he is limited to nineteen (19) hours per month unless he obtains approval from the Company's Chief Executive Officer. The consulting agreement indicates that the CSIO will provide a leadership role for the Company's business development strategies. The consulting fees paid to the CSIO totaled $0 and $319,300 in the three months ended March 31, 2021 and 2020, respectively. Beginning in the year ended December 31, 2018, the Company entered into its first consulting agreement with the CFO and COO. Initially, his title was "Consultant", and the Company changed his title to CFO and COO on October 25, 2019. The CFO and COO was elected as a director of the Company on January 17, 2020. Pursuant to the agreement on April 18, 2018 and amended on September 4, 2019, the CFO and COO is entitled to a consulting fee of $2,500 per month amended to $10,000 per month. The consulting fees paid to the CFO and COO totaled $0 and $30,000 in the three months ended March 31, 2021 and 2020, respectively. After the Company completed the IPO on October 15, 2020, the CFO and COO and the CSIO became full time employees. | 13. During the year ended December 31, 2020, the Company maintained two separate consulting agreements with the Company’s CSIO and the Company’s CFO and COO. Those consulting agreements were terminated after the completion of the IPO in October 2020. Beginning in the year ended December 31, 2014, the Company entered into its first consulting agreement with the CSIO. Pursuant to the amended agreement dated July 20, 2018, the CSIO was entitled to a consulting fee of $400 per hour, provided that he is limited to nineteen (19) hours per month unless he obtains approval from the Company’s Chief Executive Officer. The consulting agreement indicates that the CSIO will provide a leadership role for the Company’s business development strategies. The consulting fees paid to the CSIO totaled $579,700 and $207,800 in the years ended December 31, 2020 and 2019, respectively. In addition, the Company issued the CSIO 320,000 shares of common stock on June 19, 2020 in exchange for services rendered and no cash considerations. See Note 10. Beginning in the year ended December 31, 2018, the Company entered into its first consulting agreement with the CFO and COO. Initially, his title was "Consultant", and the Company changed his title to CFO and COO on October 25, 2019. The CFO and COO was elected as a director of the Company on January 17, 2020. Pursuant to the agreement on April 18, 2018 and amended on September 4, 2019, the CFO and COO is entitled to a consulting fee of $2,500 per month amended to $10,000 per month plus discretionary bonuses approved by management. The consulting fees paid to the CFO and COO totaled $140,000 and $67,500 in the years ended December 31, 2020 and 2019, respectively. In addition, the Company issued the CFO and COO 402,000 shares of common stock on June 19, 2020 in exchange for services rendered and no cash considerations. See Note 10. On June 8, 2020, the Company issued the Chief Medical Officer and another employee 3,106 and 430 shares of common stock, respectively. The shares were issued in exchange for services rendered and no cash |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | 13. Research Grant Agreement with University of Texas MD Anderson Cancer Center On April 8, 2021, the Company entered into a letter of intent (the “Letter of Intent”) with the University of Texas MD Anderson Cancer Center (“MD Anderson”) pursuant to which MD Anderson shall receive a research grant from the Company titled, “Validation of biomarker isomeso for pancreatic cancer,” which is aimed at discovering new cancer-specific antigen targets (the “Grant”). The total costs to the Company to be paid in connection with the Grant shall be $300,000. Pursuant to the Letter of Intent, the Grant shall commence on April 1, 2021 and end on March 31, 2022. | 14. Strategic Alliance Agreement with Leon Office (H.K.) On January 28, 2021, the Company executed a strategic alliance agreement with Leon Office (H.K.) (“Leon”) a company established under existing laws of Hong Kong. It is intended that Leon acts as an independent business development advisor on behalf of the Company. Leon will seek to introduce organizations and individuals that will create business development opportunities for the Company, to expand the Company’s reach to international markets with a focus on certain Asian markets and to increase brand recognition and exposure through developing liaisons, collaborations, branches and subsidiaries. The cost of the agreement is $360,000 annually, payable in four quarterly installments. Loan Payable Forgiveness During the year ended December 31, 2020, the Company applied for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. On February 16, 2021 the SBA granted forgiveness of the SBA Loan and all applicable interest. On the date of forgiveness, the principal and accrued interest totaled $105,600 and $300, respectively. Lease Facility Expansion On March 22, 2020, the Company’s board of directors approved a lease expansion within its premises in Houston, Texas. The amended lease agreement will commence on August 1, 2021 under an operating lease agreement that is noncancelable from commencement until May 1, 2024. The amended lease agreement adds approximately 15,385 square feet. The Company has the option to cancel the lease thereafter until the agreement expires on May 1, 2026. The termination date is effective after 90 days notice of cancellation. If the Company exercises the cancellation option, the Company must also pay the lessor a termination payment equal to three months of base rent. The future minimum commitments under the amended lease agreement will be as follows: Amount 2021 $ 380,600 2022 546,700 2023 551,100 2024 461,200 Total $ 1,939,600 Legal Complaint Filed Against the Company A complaint was filed on March 22, 2021 in the Court of Chancery of the State of Delaware against the Company by a former consultant and director. The complaint alleges, among other things, that the plaintiff is entitled to additional stock options and he is seeking declaratory judgment and specific performance. The Company believes that all of the claims in the complaint are without merit and the Company intends to defend vigorously against them. |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information (Accounting Standards Codification ("ASC") 270, Interim Reporting) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a full presentation of financial position, results of operations, and cash flows in conformity GAAP. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. All intercompany balances were eliminated upon consolidation. | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany balances were eliminated upon consolidation. Operating results for the year ended December 31, 2020 are not necessarily indicative of results to be expected for any future year. On December 17, 2019, the Company completed a 1-for-10 reverse stock split of its outstanding common stock. On June 17, 2020, the Company completed a 1-for-3.494 reverse stock split of its outstanding common stock. Accordingly, unless otherwise noted, all share and per share information has been restated to retroactively show the effect of these stock splits. |
Use of Estimates | Use of Estimates — | Use of Estimates — |
Cash and Cash Equivalents | Cash and Cash Equivalents — | Cash and Cash Equivalents — |
Concentrations of Credit Risk and Other Uncertainties | Concentrations of Credit Risk and Other Uncertainties — The Company is subject to certain risks and uncertainties from changes in any of the following areas that the Company believes could have a material adverse effect on future financial position or results of operations: the ability to obtain regulatory approval and market acceptance of, and reimbursement for, the Company’s product candidates; the performance of third-party clinical research organizations and manufacturers; protection of the intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; the Company’s ability to attract and retain employees necessary to support commercial success; and changes in the industry or customer requirements including the emergence of competitive products with new capabilities. | Concentrations of Credit Risk and Other Uncertainties — The Company is subject to certain risks and uncertainties from changes in any of the following areas that the Company believes could have a material adverse effect on future financial position or results of operations: the ability to obtain regulatory approval and market acceptance of, and reimbursement for, the Company’s product candidates; the performance of third-party clinical research organizations and manufacturers; protection of the intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; the Company’s ability to attract and retain employees necessary to support commercial success; and changes in the industry or customer requirements including the emergence of competitive products with new capabilities. The Company records receivables resulting from activities under its research grant from the NIH. Management believes that the Company is not exposed to significant credit risk due to the financial strength of the granting agency. |
Deposit | Deposit — | Deposit — |
Inventories | Inventories — | |
Deferred Initial Public Offering Costs | Deferred Initial Public Offering Costs — Equity, During the year ended December 31, 2020, the Company classified deferred offering costs of $2,667,300 as a reduction to additional paid-in capital upon completion of the Company's IPO on October 15, 2020. As of December 31, 2020 and 2019, there were no deferred offering costs recorded on the Company's consolidated balance sheets. | |
Property and Equipment | Property and Equipment — 1 Estimated useful lives of property and equipment are as follows for the major classes of assets: Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 | Property and Equipment — 1 Estimated useful lives of property and equipment are as follows for the major classes of assets: Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 |
Internal Use Software Development Costs | Internal Use Software Development Costs — | Internal Use Software Development Costs — |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets — | Impairment of Long-Lived Assets — |
Comprehensive Loss | Comprehensive Loss — | Comprehensive Loss — |
Income Taxes | Income Taxes — Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such temporary differences are expected to be recovered or settled. The Company records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes | Income Taxes — Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such temporary differences are expected to be recovered or settled. The Company records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes |
Research and Development Expense | Research and Development Expense — The Company accrues and expenses costs of services provided by contract research organizations in connection with preclinical studies and contract manufacturing organizations engaged to manufacture clinical trial material, costs of licensing technology, and costs of services provided by research organizations and service providers. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. | Research and Development Expense — The Company accrues and expenses costs of services provided by contract research organizations in connection with preclinical studies and contract manufacturing organizations engaged to manufacture clinical trial material, costs of licensing technology, and costs of services provided by research organizations and service providers. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. |
Proceeds from Grants | Proceeds from Grants — | Proceeds from Grants — |
Convertible Promissory Notes Derivative Liability | Convertible Promissory Notes Derivative Liability — Upon repurchase of convertible promissory notes, ASC 470, Debt | |
Fair Value Measurements | Fair Value Measurements — Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levels during the three months ended March 31, 2021 and 2020. | Fair Value Measurements — Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levels during the years ended December 31, 2020 and 2019. The Company’s liabilities that were measured at fair value on a non-recurring and recurring basis converted into Series A-1 Preferred Stock as of December 31, 2019. Per ASC 820, the fair values of the convertible promissory notes are measured on a non-recurring basis at the relevant measurement date. The fair value of convertible promissory notes embedded derivative liability is measured on a recurring basis at the end of each reporting period. Rollforward of Level 3 Liabilities Measured at Fair Value on a Non-Recurring Basis: December 31, December 31, 2020 2019 Convertible promissory notes Beginning balance $ — $ — Amounts allocated to the embedded derivative liability at inception (at fair value) — (21,000) Conversions from accounts payable into convertible promissory notes — 134,800 Proceeds from issuances of convertible promissory notes — 250,000 Conversions into Series A‑1 Stock — (363,800) Ending balance $ — $ — Rollforward of Level 3 Liabilities Measured at Fair Value on a Recurring Basis: Convertible promissory note embedded derivative liability Beginning balance $ — $ — Realized and unrealized gains and losses — 2,000 Fair value of embedded derivative liability at inception — 21,000 Amounts derecognized upon conversion of the related convertible promissory notes — (23,000) Ending balance $ — $ — |
Nonvested Stock Options and Restricted Stock Units | Nonvested Stock Options and Restricted Stock Units — The vesting conditions for stock options include annual, and monthly. Annual vesting conditions are for four years. Monthly vesting conditions range from 10 10-year The vesting conditions for restricted stock units include cliff vesting conditions. Certain restricted stock units vest with a range of 6 to 12 months following the expiration of employee lock-up agreements. Certain restricted stock units vest based on the later of achievement of key milestones or the expiration of employee lock-up agreements. When nonvested restricted stock units are vested, they become exercisable over a 10-year | Nonvested Stock Options and Restricted Stock Units — The vesting conditions for stock options include annual, and monthly options. Annual vesting conditions are for four years. Monthly vesting conditions range from 10 The vesting conditions for restricted stock units include cliff vesting conditions. Certain restricted stock units vest with a range of 6 to 12 months following the expiration of employee lock-up agreements. Certain restricted stock units vest based on the later of achievement of key milestones or the expiration of employee lock-up agreements. When nonvested restricted stock units are vested, they become exercisable over a 10 year period from grant date. |
Stock-Based Compensation | Stock-Based Compensation — Compensation — Stock Compensation Until the Company’s common stock became publicly traded, the board of directors’ approach to estimating the fair value of the Company’s common stock includes utilizing methods outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately- Held Company Equity Securities Issued as Compensation . The Company estimates the grant-date fair value of stock options using the Black-Scholes model and the assumptions used to value such stock options are determined as follows: Expected Term. Risk-Free Interest Rate. Volatility. Dividend Yield. Common Stock Valuations. The Company did not grant any stock options during the three months ended March 31, 2021. During the three months ended March 31, 2020, the Company’s board of directors, with input from management and third-party valuations, determined the fair value of the common stock underlying all stock-based compensation grants. The Company believes that the board of directors had the relevant experience and expertise to determine the fair value of the Company’s common stock before the Company’s common stock became publicly traded. The board of directors exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each grant date. ● valuations of the common stock performed by third-party specialists; ● the prices, rights, preferences, and privileges of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock relative to those of the Company’s common stock; ● lack of marketability of the common stock; ● current business conditions and projections; ● hiring of key personnel and the experience of management; ● the Company’s stage of development; ● likelihood of achieving a liquidity event, such as an initial public offering, a merger or acquisition of the Company given prevailing market conditions, or other liquidation event; ● the market performance of comparable publicly traded companies; and ● the US and global capital market conditions. In valuing the common stock, the board of directors determined the equity value of the Company’s business using various valuation methods including combinations of income and market approaches. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in the Company’s industry or similar business operations as of each valuation date and is adjusted to reflect the risks inherent in the Company’s cash flows. The market approach references actual transactions involving (i) the subject being valued, or (ii) similar assets and/or enterprises. For each valuation, the equity value determined by the income and market approaches was then allocated to the common stock using either the option pricing method (“OPM”) or probability — weighted expected return model (“PWERM”). The option pricing method is based on the Black-Scholes option valuation model, which allows for the identification of a range of possible future outcomes, each with an associated probability. The OPM is appropriate to use when the range of possible future outcomes is difficult to predict and thus creates highly speculative forecasts. In general, while simple in its application, management did not use the OPM approach when considering allocation techniques for the valuation of equity interests in early stage, privately held life science companies. Management determined that applying the OPM would violate the major assumptions of the Black Scholes option valuation model approach. Additionally, the simulation approach can generally be reasonably approximated by a scenario-based approach like the PWERM as described below. PWERM involves a forward-looking analysis of the possible future outcomes of the enterprise. This method is particularly useful when discrete future outcomes can be predicted at a relatively high confidence level with a probability distribution. Discrete future outcomes considered under the PWERM include an initial public offering, as well as non-initial public offering market-based outcomes. Determining the fair value of the enterprise using the PWERM requires the Company to develop assumptions and estimates for both the probability of an initial public offering liquidity event and stay private outcomes, as well as the values the Company expects those outcomes could yield. From February 2018 to October 2020, the Company has valued its common stock based on a PWERM. Application of the Company’s approach involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding expected future revenue, expenses, and future cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact valuations as of each valuation date and may have a material impact on the valuation of the common stock. For valuations after the completion of an initial public offering, the board of directors will determine the fair value of each share of underlying common stock based on the closing price of the common stock as reported on the date of grant. Future expense amounts for any particular period could be affected by changes in assumptions or market conditions. For valuations after the completion of an initial public offering, the fair value of each share granted by the board of directors will be equal to the closing price of the common stock on the date of grant | Stock-Based Compensation — Compensation — Stock Compensation Until the Company’s common stock became publicly traded, the board of directors’ approach to estimating the fair value of the Company’s common stock includes utilizing methods outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately- Held Company Equity Securities Issued as Compensation The Company estimates the grant-date fair value of stock options using the Black-Scholes model and the assumptions used to value such stock options are determined as follows: Expected Term. Risk-Free Interest Rate. Volatility. Dividend Yield. Common Stock Valuations. Valuation of Privately-Held Company Equity Securities Issued as Compensation ● valuations of the common stock performed by third-party specialists; ● the prices, rights, preferences, and privileges of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock relative to those of the Company’s common stock; ● lack of marketability of the common stock; ● current business conditions and projections; ● hiring of key personnel and the experience of management; ● the Company’s stage of development; ● likelihood of achieving a liquidity event, such as an initial public offering, a merger or acquisition of the Company given prevailing market conditions, or other liquidation event; ● the market performance of comparable publicly traded companies; and ● the US and global capital market conditions. In valuing the common stock, the board of directors determined the equity value of the Company’s business using various valuation methods including combinations of income and market approaches. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in the Company’s industry or similar business operations as of each valuation date and is adjusted to reflect the risks inherent in the Company’s cash flows. The market approach references actual transactions involving (i) the subject being valued, or (ii) similar assets and/or enterprises. For each valuation, the equity value determined by the income and market approaches was then allocated to the common stock using either the option pricing method (“OPM”) or probability — weighted expected return model (“PWERM”). The option pricing method is based on the Black-Scholes option valuation model, which allows for the identification of a range of possible future outcomes, each with an associated probability. The OPM is appropriate to use when the range of possible future outcomes is difficult to predict and thus creates highly speculative forecasts. In general, while simple in its application, management did not use the OPM approach when considering allocation techniques for the valuation of equity interests in early stage, privately held life science companies. Management determined that applying the OPM would violate the major assumptions of the Black Scholes option valuation model approach. Additionally, the simulation approach can generally be reasonably approximated by a scenario-based approach like the PWERM as described below. PWERM involves a forward-looking analysis of the possible future outcomes of the enterprise. This method is particularly useful when discrete future outcomes can be predicted at a relatively high confidence level with a probability distribution. Discrete future outcomes considered under the PWERM include an initial public offering, as well as non- initial public offering market-based outcomes. Determining the fair value of the enterprise using the PWERM requires the Company to develop assumptions and estimates for both the probability of an initial public offering liquidity event and stay private outcomes, as well as the values the Company expects those outcomes could yield. Since February 2018, the Company has valued its common stock based on a PWERM. Application of the Company’s approach involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding expected future revenue, expenses, and future cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact valuations as of each valuation date and may have a material impact on the valuation of the common stock. For valuations after the completion of an initial public offering, the fair value of each share granted by the board of directors will be equal to the closing price of the common stock on the date of grant. Warrants Underlying Shares IPO common stock — Debt with conversion and other options The Company estimated the fair value of warrants underlying shares of IPO common stock using the Black-Scholes option-valuation model and the assumptions used to value such warrants are determined as follows: Expected Term . Risk-Free Interest Rate . Volatility . Dividend Yield . Common Stock Valuations . Exercise Price . |
Segment Data | Segment Data — | Segment Data — |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements — In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases In June 2016, FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) | Recently Issued Accounting Pronouncements — In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases In June 2016, FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) On January 1, 2019, the Company adopted ASU 2016-15 (Topic 230), Classification of Certain Cash Receipts and Payments |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of estimated useful lives of property and equipment | Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 | Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 |
Schedule of Level 3 liabilities measured at fair value on a recurring and nonrecurring basis | December 31, December 31, 2020 2019 Convertible promissory notes Beginning balance $ — $ — Amounts allocated to the embedded derivative liability at inception (at fair value) — (21,000) Conversions from accounts payable into convertible promissory notes — 134,800 Proceeds from issuances of convertible promissory notes — 250,000 Conversions into Series A‑1 Stock — (363,800) Ending balance $ — $ — Rollforward of Level 3 Liabilities Measured at Fair Value on a Recurring Basis: Convertible promissory note embedded derivative liability Beginning balance $ — $ — Realized and unrealized gains and losses — 2,000 Fair value of embedded derivative liability at inception — 21,000 Amounts derecognized upon conversion of the related convertible promissory notes — (23,000) Ending balance $ — $ — |
NET LOSS PER COMMON SHARE (Ta_2
NET LOSS PER COMMON SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
NET LOSS PER COMMON SHARE | ||
Schedule of earnings per share, basic and diluted | Three Months Ended March 31, 2021 2020 Net loss $ (3,854,500) $ (1,852,700) Less: Series B Preferred Stock discount amortization — (368,400) Less: IPO Common Stock discount amortization (24,700) — Net loss attributable to common shareholders, basic and diluted $ (3,879,200) $ (2,221,100) Weighted average common shares outstanding, basic and diluted 7,332,999 2,863,812 Net loss per common share, basic and diluted $ (0.53) $ (0.78) | Years Ended December 31, 2020 2019 Net loss $ (19,200,200) $ (3,727,900) Less: Accretion and settlement of Series B Preferred Stock dividend — (40,000) Less: Series B Preferred Stock discount amortization (692,700) (210,600) Less: IPO Common Stock discount amortization (19,700) — Net loss attributable to common shareholders, basic and diluted $ (19,912,600) $ (3,978,500) Weighted average common shares outstanding, basic and diluted 4,505,867 2,862,809 Net loss per common share, basic and diluted $ (4.42) $ (1.39) |
Schedule of antidilutive securities excluded from computation of earnings per share | March 31, March 31, 2021 2020 Stock options to purchase 677 404,391 Restricted Stock Units 32,000 — Series A‑1 Preferred Stock — 624,594 Series B Preferred Stock — 469,136 Warrants underlying Series B Preferred Stock — 1,399,807 Total 32,677 2,897,928 | For the years ended December 31, 2020 and 2019, potentially dilutive securities excluded from the computations of diluted weighted-average common shares outstanding were (in shares): December 31, December 31, 2020 2019 Stock options to purchase 1,647 75,405 Restricted Stock Units 95,815 — Series A‑1 Preferred Stock — 624,594 Series B Preferred Stock — 282,478 Warrants underlying Series B Preferred Stock — 839,784 Total 97,462 1,822,261 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
Schedule of property and equipment | March 31, December 31, 2021 2020 Equipment $ 1,138,900 $ 780,500 Leasehold improvements 1,274,600 1,229,700 Office furniture, fixtures, and equipment 16,600 16,600 Software 151,700 151,700 Construction in progress 355,000 449,200 2,936,800 2,627,700 Less: Accumulated depreciation (657,300) (561,700) Total $ 2,279,500 $ 2,066,000 | 2020 2019 Equipment $ 780,500 $ 488,800 Leasehold improvements 1,229,700 302,700 Office furniture, fixtures, and equipment 16,600 16,600 Software 151,700 141,500 Construction in progress 449,200 — 2,627,700 949,600 Less: Accumulated depreciation (561,700) (361,700) Total $ 2,066,000 $ 587,900 |
ACCRUED EXPENSES AND OTHER CU_5
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Schedule of accrued expenses and other current liabilities | March 31, December 31, 2021 2020 Accrued consulting and outside services $ 173,900 $ 143,200 Accrued compensation 95,000 191,000 Total $ 268,900 $ 334,200 | 2020 2019 Accrued consulting and outside services $ 143,200 $ 221,300 Accrued compensation 191,000 — Total $ 334,200 $ 221,300 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
Schedule of future minimum rental payments for operating leases | Amount 2021 $ 316,600 2022 546,700 2023 551,100 2024 461,200 Total $ 1,875,600 | As of December 31, 2020, future minimum commitments under the facility lease agreement are as follows: Amount 2021 $ 265,200 2022 269,700 2023 274,200 2024 230,400 Total $ 1,039,500 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity | ||
Schedule of initial value of issuances allocated to IPO common stock, IPO common stock discount amortized and value of IPO common stock converted into additional paid-in-capital | 2021 Common Stock Balance at January 1, $ 11,975,400 Common stock IPO discount amortization 24,700 Balance at March 31, $ 12,000,100 | 2020 Common Stock Balance at January 1, $ — Common stock IPO proceeds, net of issuance costs 12,332,700 Common stock IPO discount (377,000) Common stock IPO discount amortization 19,700 Balance at December 31, $ 11,975,400 |
Schedule of initial value of issuances allocated to Series B Preferred Stock and the Series B Preferred Stock discount amortized | 2020 Series B Preferred Stock Balance at January 1, $ 1,306,900 Series B Preferred Stock proceeds 3,000,000 Series B Preferred Stock discount (2,668,300) Series B Preferred Stock discount amortization 368,400 Balance at March 31, $ 2,007,000 | 2020 2019 Series B Preferred Stock Balance at January 1, $ 1,306,900 $ 4,500,000 Series B Preferred Stock proceeds 3,000,000 (3,443,700) Series B Preferred Stock discount (2,668,300) 210,600 Series B Preferred Stock discount amortization 692,700 40,000 Series B Preferred Stock conversion to common stock (2,331,300) — Balance at December 31, $ — $ 1,306,900 |
Common Stock Warrants - Representative | ||
Stockholders' Equity | ||
Schedule of assumptions used to estimate fair value of warrants | 2020 Risk-free interest rate 0.18 % Expected volatility 94.08 % Expected life (years) 2.74 Expected dividend yield 0 % | 2020 Risk-free interest rate 0.18 % Expected volatility 94.08 % Expected life (years) 2.74 Expected dividend yield 0 % |
Series B Preferred Stock | ||
Stockholders' Equity | ||
Schedule of assumptions used to estimate fair value of warrants | March 31, 2020 Risk-free interest rate 1.54% - 1.88 % Expected volatility 71.95% - 72.71 % Expected life (years) 10 Expected dividend yield 0 % | 2020 2019 Risk-free interest rate 1.54% - 1.88 % 1.54% - 1.84 % Expected volatility 71.95% - 72.71 % 71.95% - 72.20 % Expected life (years) 10.00 10.00 Expected dividend yield 0 % 0 % |
STOCK-BASED COMPENSATION (Tab_2
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
STOCK-BASED COMPENSATION | ||
Schedule of assumptions used to estimate fair value of stock options | 2020 Risk-free interest rate 1.59% - 2.92 % Expected volatility 72.29% - 78.16 % Expected life (years) 4.93 – 6.07 Expected dividend yield 0 % | The Black-Scholes option-pricing model was used to estimate the fair value of stock options with the following weighted-average assumptions for the years ended December 31: 2020 2019 Risk-free interest rate 0.15% - 2.92 % 1.60% - 2.92 % Expected volatility 72.29% - 82.52 % 72.29% - 78.16 % Expected life (years) 4.93 – 6.07 4.93 – 6.07 Expected dividend yield 0 % 0 % |
Schedule of stock option activity | 2021 2020 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of year 489,718 $ 10.03 598,083 $ 11.11 Granted — — 17,631 12.02 Exercised — — — — Cancelled and forfeited (57,149) 17.88 (30,768) 11.88 Balance at December 31 432,569 $ 8.99 584,946 $ 11.09 Options exercisable at December 31: 408,306 $ 8.75 361,720 $ 7.67 Weighted average grant date fair value for options granted during the year: $ — $ 35.62 Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Aggregate Average Aggregate As of Options Contractual Exercise Intrinsic Options Exercise Intrinsic March 31, Outstanding Life Price Value Exercisable Price Value 2021 432,569 6.72 $ 8.99 $ 839,700 408,306 $ 8.75 $ 269,514 2020 584,946 8.02 $ 11.09 $ 18,712,900 361,720 $ 7.67 $ 12,808,800 | 2020 2019 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of year 598,083 $ 11.04 520,517 $ 8.64 Granted 86,536 17.95 209,505 17.29 Exercised — — (1,719) 6.64 Cancelled and forfeited (194,901) 15.06 (130,220) 11.56 Balance at December 31 489,718 $ 10.03 598,083 $ 11.04 Options exercisable at December 31: 441,430 $ 9.50 368,527 $ 7.72 Weighted average grant date fair value for options granted during the year: $ 17.43 $ 10.82 Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Aggregate Average Aggregate As of Options Contractual Exercise Intrinsic Options Exercise Intrinsic December 31, Outstanding Life Price Value Exercisable Price Value 2020 489,718 6.37 $ 10.03 $ 554,900 441,430 $ 9.50 $ — 2019 598,083 8.07 $ 11.04 $ 19,163,700 368,527 $ 7.72 $ 13,031,000 |
Schedule of stock-based compensation | 2021 2020 Research and development $ 19,000 $ 425,000 General and administrative 102,000 31,000 Total $ 121,000 $ 456,000 | 2020 2019 Research and development $ 1,008,000 $ 332,000 General and administrative 332,000 190,900 Total $ 1,340,000 $ 522,900 |
Schedule of restricted stock unit activity | 2021 2020 Weighted Average Weighted Average Grant Date Grant Date Fair Value Fair Value Shares Per Share Shares Per Share Nonvested RSUs at beginning of year 946,245 $ 12.81 — $ — Granted 6,019 9.00 — — Vested — — — — Cancelled and forfeited — — — — Nonvested RSUs at December 31 952,264 $ 12.79 — $ — | 2020 Weighted Average Grant Date Fair Value Shares Per Share Nonvested RSUs at beginning of year — $ — Granted 1,655,579 12.84 Vested — — Cancelled and forfeited (709,334) 12.87 Nonvested RSUs at December 31 946,245 $ 12.81 |
ORGANIZATION (Details)_2
ORGANIZATION (Details) - USD ($) | Oct. 15, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 |
ORGANIZATION | |||||||
Cash flow from operations | $ (2,635,900) | $ (1,480,300) | $ (6,126,600) | $ (2,913,900) | |||
Accumulated deficit | (45,482,300) | (41,627,800) | $ (22,427,600) | ||||
Common stock IPO proceeds, net of issuance costs | $ 12,332,700 | ||||||
NIH Grant receivable | $ 2,235,000 | ||||||
Phase I approved amount of grant | $ 851,000 | ||||||
Phase II approved amount of grant | $ 1,384,000 | $ 1,384,000 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)item | Mar. 31, 2021item | Dec. 31, 2019USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Reserve for inventory obsolescence | $ 22,200 | $ 0 | |
Decrease in additional paid in capital (APIC) resulting from deferred offering costs related to the IPO | 2,667,300 | ||
Deferred offering costs | $ 0 | $ 0 | |
Lease facility | item | 1 | 1 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment | ||||
Impairment of long-lived assets held-for-use | $ 0 | $ 0 | ||
Unrecognized tax benefits, interest or penalties | $ 0 | $ 0 | 0 | $ 0 |
Grants recognized | $ 142,400 | 298,000 | ||
Minimum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 1 year | 1 year | ||
Maximum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 8 years | 8 years | ||
Equipment | Minimum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 3 years | 3 years | ||
Equipment | Maximum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 8 years | 8 years | ||
Leasehold improvements | Minimum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 1 year | 1 year | ||
Leasehold improvements | Maximum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 7 years | 7 years | ||
Office furniture, fixtures, and equipment | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 5 years | 5 years | ||
Software | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 5 years | 5 years | ||
Capitalized software development costs | $ 10,200 | $ 20,000 | ||
Software | Minimum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 3 years | 3 years | ||
Software | Maximum | ||||
Property and Equipment | ||||
Property plant and equipment useful life | 5 years | 5 years |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Measurements | ||||
Changes in fair value hierarchy levels | $ 0 | $ 0 | $ 0 | $ 0 |
Conversions into Series A1 Stock | (407,300) | |||
Non-recurring | Convertible promissory notes | Level 3 | ||||
Fair Value Measurements | ||||
Amounts allocated to the embedded derivative liability at inception (at fair value) | (21,000) | |||
Conversions from accounts payable into convertible promissory notes | 134,800 | |||
Proceeds from issuances of convertible promissory notes | 250,000 | |||
Conversions into Series A1 Stock | (363,800) | |||
Recurring | Convertible promissory notes | Level 3 | ||||
Convertible promissory note embedded derivative liability | ||||
Realized and unrealized gains and losses | 2,000 | |||
Fair value of embedded derivative liability at inception | 21,000 | |||
Amounts derecognized upon conversion of the related convertible promissory notes | $ (23,000) |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Nonvested Stock Options (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Nonvested Stock Options | ||
Expected dividend yield | 0.00% | 0.00% |
RSU | ||
Nonvested Stock Options | ||
Expiration period | 10 years | 10 years |
Monthly Vesting Conditions | Minimum | RSU | ||
Nonvested Stock Options | ||
Vesting period | 6 months | 6 months |
Monthly Vesting Conditions | Maximum | RSU | ||
Nonvested Stock Options | ||
Vesting period | 12 months | 12 months |
Stock Incentive Plan 2017 | ||
Nonvested Stock Options | ||
Expiration period | 10 years | 10 years |
Stock Incentive Plan 2017 | Annual Vesting Conditions | ||
Nonvested Stock Options | ||
Vesting period | 4 years | 4 years |
Stock Incentive Plan 2017 | Monthly Vesting Conditions | Minimum | ||
Nonvested Stock Options | ||
Vesting period | 10 months | 10 months |
Stock Incentive Plan 2017 | Monthly Vesting Conditions | Maximum | ||
Nonvested Stock Options | ||
Vesting period | 48 months | 48 months |
NET LOSS PER COMMON SHARE - C_2
NET LOSS PER COMMON SHARE - Computation of basic and diluted earnings per share (Details) - USD ($) | Dec. 06, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Net loss per common share | |||||
Net loss | $ (3,854,500) | $ (1,852,700) | $ (19,200,200) | $ (3,727,900) | |
Less: Accretion and settlement of Series B Preferred Stock dividend | (40,000) | ||||
Series B Preferred Stock discount amortization | (692,700) | (210,600) | |||
Less: IPO Common Stock discount amortization | (24,700) | (19,700) | |||
Net loss attributable to common shareholders, basic and diluted | $ (3,879,200) | $ (2,221,100) | $ (19,912,600) | $ (3,978,500) | |
Weighted average common shares outstanding, basic and diluted | 7,332,999 | 2,863,812 | 4,505,867 | 2,862,809 | |
Net loss per common share, basic and diluted | $ (0.53) | $ (0.78) | $ (4.42) | $ (1.39) | |
Series B Preferred Stock | |||||
Net loss per common share | |||||
Less: Accretion and settlement of Series B Preferred Stock dividend | $ (40,000) | $ (40,000) | |||
Series B Preferred Stock discount amortization | $ (368,400) | $ (692,700) | $ (210,600) |
NET LOSS PER COMMON SHARE - D_2
NET LOSS PER COMMON SHARE - Dilutive Securities Excluded From the Computations of Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||||
Potentially dilutive securities | 32,677 | 2,897,928 | 97,462 | 1,822,261 |
Series A-1 Preferred Stock | ||||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||||
Potentially dilutive securities | 624,594 | 624,594 | ||
Series B Preferred Stock | ||||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||||
Potentially dilutive securities | 469,136 | 282,478 | ||
Stock Options | ||||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||||
Potentially dilutive securities | 677 | 404,391 | 1,647 | 75,405 |
RSU | ||||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||||
Potentially dilutive securities | 32,000 | 95,815 | ||
Series B Preferred Stock Warrant | ||||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||||
Potentially dilutive securities | 1,399,807 | 839,784 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT | ||||
Property, Plant and Equipment, Gross | $ 2,936,800 | $ 2,627,700 | $ 949,600 | |
Less: Accumulated depreciation | (657,300) | (561,700) | (361,700) | |
Total | 2,279,500 | 2,066,000 | 587,900 | |
Depreciation | 95,600 | $ 33,800 | 200,000 | 87,500 |
Equipment | ||||
PROPERTY AND EQUIPMENT | ||||
Property, Plant and Equipment, Gross | 1,138,900 | 780,500 | 488,800 | |
Leasehold improvements | ||||
PROPERTY AND EQUIPMENT | ||||
Property, Plant and Equipment, Gross | 1,274,600 | 1,229,700 | 302,700 | |
Office furniture, fixtures, and equipment | ||||
PROPERTY AND EQUIPMENT | ||||
Property, Plant and Equipment, Gross | 16,600 | 16,600 | 16,600 | |
Software | ||||
PROPERTY AND EQUIPMENT | ||||
Property, Plant and Equipment, Gross | 151,700 | 151,700 | $ 141,500 | |
Construction in progress | ||||
PROPERTY AND EQUIPMENT | ||||
Property, Plant and Equipment, Gross | $ 355,000 | $ 449,200 |
ACCRUED EXPENSES AND OTHER CU_6
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |||
Accrued consulting and outside services | $ 173,900 | $ 143,200 | $ 221,300 |
Accrued compensation | 95,000 | 191,000 | |
Total | $ 268,900 | $ 334,200 | $ 221,300 |
LOAN PAYABLE (Details)
LOAN PAYABLE (Details) - USD ($) | Feb. 16, 2021 | May 01, 2020 | Dec. 31, 2020 |
Current loan payable | |||
Loan payable | $ 105,600 | ||
Loan initial proceeds | 115,600 | ||
SBA Loan | |||
Current loan payable | |||
Principal amount | $ 115,600 | ||
Loan payable | 105,600 | ||
Loan initial proceeds | 115,600 | ||
Loan repayments | $ 10,000 | ||
Loan term | 2 years | ||
Loan fixed interest rate | 1.00% | ||
Loan first payment due | 7 months | ||
Loan principal forgiven | $ 105,800 |
NOTE PAYABLE (Details)_2
NOTE PAYABLE (Details) - USD ($) | 1 Months Ended | ||
Nov. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Note payable | |||
Note payable | $ 227,800 | $ 362,400 | |
Director and Officer Insurance Policy Financing | |||
Note payable | |||
Note payable | $ 540,500 | $ 227,800 | $ 362,400 |
Interest rate | 4.59% | ||
Note term | 9 months |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details) | May 01, 2023USD ($) | May 01, 2022USD ($) | Aug. 01, 2021USD ($) | May 01, 2021USD ($) | Mar. 22, 2021ft² | Jan. 28, 2021USD ($)installment | Nov. 19, 2020 | Jan. 01, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)ft² |
Leases | ||||||||||||
Area of office space leased | ft² | 4,100 | |||||||||||
Additional office space leased | ft² | 15,385 | |||||||||||
Period of time after notice of cancellation that the lease effectively terminates | 90 days | 90 days | ||||||||||
Total lease payments per month | $ 46,116 | $ 23,039 | $ 45,554 | $ 22,477 | $ 21,353 | |||||||
Rent expense | $ 69,000 | $ 60,000 | $ 262,900 | $ 129,100 | ||||||||
Future minimum commitments | ||||||||||||
2021 | 316,600 | |||||||||||
2022 | 546,700 | 265,200 | ||||||||||
2023 | 551,100 | 269,700 | ||||||||||
2024 | 461,200 | 274,200 | ||||||||||
2024 | 230,400 | |||||||||||
Total | $ 1,875,600 | $ 1,039,500 | ||||||||||
Strategic Alliance Agreement | Leon Office (H.K.) | ||||||||||||
Strategic Alliance Agreement | ||||||||||||
Annual cost | $ 360,000 | |||||||||||
Number of quarterly installments | installment | 4 |
STOCKHOLDERS' EQUITY - Informat
STOCKHOLDERS' EQUITY - Information (Details) | Jun. 19, 2020USD ($)shares | Jun. 17, 2020shares | Jun. 10, 2020USD ($)shares | Jun. 08, 2020USD ($)Voteshares | Dec. 17, 2019 | Dec. 16, 2019$ / sharesshares | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 18, 2020shares | Mar. 31, 2020shares | Dec. 31, 2019$ / sharesshares | Dec. 15, 2019$ / shares | Sep. 25, 2019shares | Sep. 24, 2019shares | Sep. 13, 2019shares | Jun. 18, 2018shares |
Stockholder's equity (Deficit) | ||||||||||||||||
Reverse split | 3.494 | 10 | 10 | |||||||||||||
Preferred stock, authorized | 60,000,000 | 60,000,000 | 60,000,000 | 60,000,000 | ||||||||||||
Preferred stock, par value ( in dollars per share) | $ / shares | $ 0.0001 | $ 0.01 | ||||||||||||||
Proceeds from issuance of common stock | $ | $ 15,000,000 | |||||||||||||||
Common stock, authorized | 1,708,615 | 858,615 | 300,000,000 | 300,000,000 | 858,615 | 300,000,000 | 30,000,000 | 20,000,000 | 858,615 | |||||||
Warrants to purchase shares | 1,063,939 | 335,982 | ||||||||||||||
Proceeds from Issuance of Warrants | $ | $ 3,700 | $ 1,200 | $ 4,900 | |||||||||||||
Warrants outstanding | 0 | 839,952 | ||||||||||||||
Stock compensation expenses | $ | $ 9,432,000 | |||||||||||||||
Number of Votes | Vote | 1 | |||||||||||||||
Dividend paid | $ / shares | $ 0 | $ 0 | ||||||||||||||
Shares available for issuance | 850,000 | 322,063 | 270,933 | 271,949 | 258,813 | 10,000,000 | ||||||||||
Employees | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Shares issued for services | 430 | |||||||||||||||
Cash consideration | $ | $ 0 | |||||||||||||||
CMO | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Shares issued for services | 3,106 | |||||||||||||||
Cash consideration | $ | $ 0 | |||||||||||||||
CFO and COO | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Shares issued for services | 402,000 | |||||||||||||||
Cash consideration | $ | $ 0 | |||||||||||||||
CSIO | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Shares issued for services | 320,000 | |||||||||||||||
Cash consideration | $ | $ 0 | |||||||||||||||
Series A-1 Preferred Stock | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Preferred stock, authorized | 24,000,000 | 24,000,000 | 24,000,000 | |||||||||||||
Preferred stock, par value ( in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Series B Preferred Stock | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Preferred stock, authorized | 16,500,000 | 16,500,000 | 14,130,435 | 14,130,435 | ||||||||||||
Preferred stock, par value ( in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Warrants to purchase shares | 559,969 | 1,399,921 | 839,952 | |||||||||||||
Proceeds from Issuance of Warrants | $ | $ 3,700 | $ 1,200 | ||||||||||||||
Warrants outstanding | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock (Details) - USD ($) | Oct. 15, 2020 | Jun. 10, 2020 | Jun. 08, 2020 | Jan. 31, 2020 | Jan. 24, 2020 | Dec. 06, 2019 | Nov. 13, 2019 | Sep. 13, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock | ||||||||||||
Common stock IPO proceeds, net of issuance costs | $ 12,332,700 | |||||||||||
Offering expenses | $ 2,667,300 | |||||||||||
Beginning Balance | $ 1,200 | |||||||||||
Common stock IPO discount amortization | 24,700 | 19,700 | ||||||||||
Ending Balance | 1,200 | $ 1,200 | ||||||||||
Series B Preferred Stock | ||||||||||||
Common stock | ||||||||||||
Shares issued | 1,063,939 | 335,982 | 1,739,130 | 4,782,608 | 87,050 | 2,173,913 | 7,608,696 | 16,391,397 | 6,521,738 | 9,782,609 | ||
IPO | ||||||||||||
Common stock | ||||||||||||
Common stock IPO proceeds, net of issuance costs | 12,332,700 | $ 12,332,700 | ||||||||||
Underwriting discounts and commissions | 1,275,000 | |||||||||||
Offering expenses | $ 1,392,300 | |||||||||||
Shares issued | 1,250,000 | |||||||||||
Share price | $ 12 | |||||||||||
Beginning Balance | 11,975,400 | |||||||||||
Common stock IPO discount amortization | 24,700 | 19,700 | ||||||||||
Ending Balance | $ 12,000,100 | $ 11,975,400 | ||||||||||
IPO | Series A-1 Preferred Stock | ||||||||||||
Common stock | ||||||||||||
Stock issued on conversion | 624,594 | |||||||||||
IPO | Series B Preferred Stock | ||||||||||||
Common stock | ||||||||||||
Stock issued on conversion | 469,136 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock (Details) - USD ($) | Jun. 10, 2020 | Jun. 08, 2020 | Jan. 31, 2020 | Jan. 24, 2020 | Dec. 15, 2019 | Dec. 06, 2019 | Nov. 15, 2019 | Nov. 13, 2019 | Sep. 13, 2019 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Jan. 29, 2020 | Dec. 16, 2019 | Nov. 16, 2019 |
Stockholder's equity (Deficit) | ||||||||||||||||
Issuance of stock | $ 11,975,400 | |||||||||||||||
Preferred stock, authorized | 60,000,000 | 60,000,000 | 60,000,000 | 60,000,000 | ||||||||||||
Accretion of dividend | $ 40,000 | |||||||||||||||
Additional paid-in capital | $ 52,988,700 | $ 13,965,000 | $ 53,933,900 | |||||||||||||
Series A-1 Preferred Stock | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Original issue price | $ 0.50 | |||||||||||||||
Preferred stock, authorized | 24,000,000 | 24,000,000 | 24,000,000 | |||||||||||||
Common shares issued for preferred stock converted | 624,594 | |||||||||||||||
Series B Preferred Stock | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Shares issued | 1,063,939 | 335,982 | 1,739,130 | 4,782,608 | 87,050 | 2,173,913 | 7,608,696 | 16,391,397 | 6,521,738 | 9,782,609 | ||||||
Issuance of stock | $ 800,000 | $ 2,200,000 | $ 1,000,000 | $ 3,500,000 | ||||||||||||
Original issue price | $ 0.46 | $ 0.46 | $ 0.46 | |||||||||||||
Preferred stock, authorized | 14,130,435 | 16,500,000 | 14,130,435 | 16,500,000 | ||||||||||||
Warrants to purchase | 0.0859 | 0.0859 | 0.0859 | |||||||||||||
Warrant exercise price | $ 0.003494 | $ 0.003494 | $ 0.003494 | |||||||||||||
Annual dividend rate | 6.00% | |||||||||||||||
Accretion of dividend | $ 40,000 | $ 40,000 | ||||||||||||||
Additional paid-in capital | $ (40,000) | |||||||||||||||
Effective interest rate (as a percent) | 28.00% | 14.60% | ||||||||||||||
Common shares issued for preferred stock converted | 469,136 | |||||||||||||||
Series B Preferred Stock | Minimum | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Aggregate purchase price | $ 1,000,000 | |||||||||||||||
Series B Preferred Stock | Maximum | ||||||||||||||||
Stockholder's equity (Deficit) | ||||||||||||||||
Preferred stock, authorized | 16,500,000 |
STOCKHOLDERS' EQUITY - Initial
STOCKHOLDERS' EQUITY - Initial value of issuances allocated to Series B Preferred Stock and the Series B Preferred Stock (Details) - USD ($) | Dec. 06, 2019 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholder's equity (Deficit) | ||||
Accretion and settlement of Series B Preferred Stock dividend | $ 40,000 | |||
Series B Preferred Stock discount amortization | $ 692,700 | 210,600 | ||
Series B Preferred Stock | ||||
Stockholder's equity (Deficit) | ||||
Balance at beginning of period | $ 1,306,900 | 1,306,900 | 4,500,000 | |
Series B Preferred Stock proceeds | 3,000,000 | 3,000,000 | (3,443,700) | |
Accretion and settlement of Series B Preferred Stock dividend | $ 40,000 | 40,000 | ||
Series B Preferred Stock discount | (2,668,300) | (2,668,300) | ||
Series B Preferred Stock discount amortization | 368,400 | 692,700 | 210,600 | |
Series B Preferred Stock conversion to common stock | $ (2,331,300) | |||
Balance at end of period | $ 2,007,000 | $ 1,306,900 |
STOCKHOLDERS' EQUITY - Conversi
STOCKHOLDERS' EQUITY - Conversion of Convertible Promissory Notes (Details) - Series A-1 Preferred Stock - USD ($) | Aug. 15, 2019 | Dec. 31, 2020 |
Stockholder's equity (Deficit) | ||
Common shares issued for preferred stock converted | 624,594 | |
Convertible promissory notes | ||
Stockholder's equity (Deficit) | ||
Outstanding principal and interest | $ 405,300 | |
Number of shares converted | 935,519 | |
Principal amount | $ 250,000 | |
Coupon rate | 17.00% | 6.00% |
Conversion of accounts payable into convertible promissory notes | $ 134,800 | |
Conversion rate | 0.43% | 0.43% |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants Underlying Series B Preferred Stock (Details) - USD ($) | Jun. 10, 2020 | Jun. 08, 2020 | Jan. 31, 2020 | Jan. 24, 2020 | Dec. 06, 2019 | Nov. 13, 2019 | Sep. 13, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholder's equity (Deficit) | |||||||||||
Warrants to purchase shares | 1,063,939 | 335,982 | |||||||||
Fair value of warrants reflected as additional paid-in capital | $ 377,000 | ||||||||||
Proceeds from issuance of warrants | $ 3,700 | $ 1,200 | $ 4,900 | ||||||||
Warrants outstanding | 0 | 839,952 | |||||||||
Series B Preferred Stock | |||||||||||
Stockholder's equity (Deficit) | |||||||||||
Warrants to purchase | 0.0859 | 0.0859 | 0.0859 | ||||||||
Warrant purchase price (in dollars per share) | $ 0.003494 | $ 0.003494 | $ 0.003494 | ||||||||
Warrant expiration term | 10 years | 10 years | |||||||||
Shares issued | 1,063,939 | 335,982 | 1,739,130 | 4,782,608 | 87,050 | 2,173,913 | 7,608,696 | 16,391,397 | 6,521,738 | 9,782,609 | |
Warrants to purchase shares | 1,399,921 | 559,969 | 839,952 | ||||||||
Fair value of warrants reflected as additional paid-in capital | $ 3,700 | $ 5,533,000 | $ 5,208,700 | ||||||||
Proceeds from issuance of warrants | $ 3,700 | $ 1,200 | |||||||||
Warrants outstanding | 0 | ||||||||||
Series B Preferred Stock | Warrants exercise beginning six months after the listing date | |||||||||||
Stockholder's equity (Deficit) | |||||||||||
Warrant exercise percentage | 30.00% | 30.00% | |||||||||
Series B Preferred Stock | Warrants exercise beginning nine months after the listing date | |||||||||||
Stockholder's equity (Deficit) | |||||||||||
Warrant exercise percentage | 30.00% | 30.00% |
STOCKHOLDERS' EQUITY - Estimate
STOCKHOLDERS' EQUITY - Estimate the fair value of the warrants (Details) - Series B Preferred Stock Warrant | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Weighted average valuation assumptions | ||||
Warrants and Rights Outstanding, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember |
Measurement Input, Risk Free Interest Rate | Minimum | ||||
Weighted average valuation assumptions | ||||
Warrants and Rights Outstanding, Measurement Input | 0.0154 | 0.0154 | 0.0154 | 0.0154 |
Measurement Input, Risk Free Interest Rate | Maximum | ||||
Weighted average valuation assumptions | ||||
Warrants and Rights Outstanding, Measurement Input | 0.0188 | 0.0188 | 0.0188 | 0.0184 |
Measurement Input, Price Volatility | Minimum | ||||
Weighted average valuation assumptions | ||||
Warrants and Rights Outstanding, Measurement Input | 0.7195 | 0.7195 | 0.7195 | 0.7195 |
Measurement Input, Price Volatility | Maximum | ||||
Weighted average valuation assumptions | ||||
Warrants and Rights Outstanding, Measurement Input | 0.7271 | 0.7271 | 0.7271 | 0.7220 |
Measurement Input, Expected Term | ||||
Weighted average valuation assumptions | ||||
Warrants and Rights Outstanding, Term | 10 years | 10 years | 10 years | 10 years |
Measurement Input, Expected Dividend Rate | ||||
Weighted average valuation assumptions | ||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 | 0 |
STOCKHOLDERS' EQUITY - Represen
STOCKHOLDERS' EQUITY - Representative's Warrants (Details) - Common Stock Warrants - Representative | Oct. 15, 2020$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares |
Weighted average valuation assumptions | |||
Warrants fair value | $ | $ 332,600 | $ 357,300 | |
Warrants and Rights Outstanding, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember | |
Warrants | |||
Warrant exercise price | $ 15 | ||
IPO | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Term | 5 years | ||
Warrants | |||
Number of warrants granted | shares | 62,500 | ||
Warrant exercise price | $ 15 | ||
Exercise price as a percentage of the initial offering price | 125.00% | ||
Measurement Input, Risk Free Interest Rate | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Measurement Input | 0.0018 | 0.0018 | |
Measurement Input, Price Volatility | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Measurement Input | 0.9408 | 0.9408 | |
Measurement Input, Expected Term | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Term | 2 years 8 months 26 days | 2 years 8 months 26 days | |
Measurement Input, Expected Dividend Rate | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
STOCK-BASED COMPENSATION - We_2
STOCK-BASED COMPENSATION - Weighted-average Assumptions (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted average assumptions | |||
Expected dividend yield | 0.00% | 0.00% | |
Stock Incentive Plan 2017 | Stock Options | |||
Weighted average assumptions | |||
Risk-free interest rate, minimum | 1.59% | 0.15% | 1.60% |
Risk-free interest rate, maximum | 2.92% | 2.92% | 2.92% |
Expected volatility, minimum | 72.29% | 72.29% | 72.29% |
Expected volatility, maximum | 78.16% | 82.52% | 78.16% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock Incentive Plan 2017 | Stock Options | Minimum | |||
Weighted average assumptions | |||
Expected life (years) | 4 years 11 months 4 days | 4 years 11 months 4 days | 4 years 11 months 4 days |
Stock Incentive Plan 2017 | Stock Options | Maximum | |||
Weighted average assumptions | |||
Expected life (years) | 6 years 25 days | 6 years 25 days | 6 years 25 days |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summarizes Stock Options Outstanding (Details) - Stock Incentive Plan 2017 - Stock Options - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock option activity | ||||
Options outstanding at beginning of year | 489,718 | 598,083 | 598,083 | 520,517 |
Granted | 17,631 | 86,536 | 209,505 | |
Exercised | (1,719) | |||
Cancelled and forfeited | (57,149) | (30,768) | (194,901) | (130,220) |
Balance at September 30 | 432,569 | 584,946 | 489,718 | 598,083 |
Options exercisable at September 30: | 408,306 | 361,720 | 441,430 | 368,527 |
Weighted average exercise price | ||||
Options outstanding at beginning of year | $ 10.03 | $ 11.11 | $ 11.11 | $ 8.64 |
Granted | 12.02 | 17.95 | 17.29 | |
Exercised | 6.64 | |||
Cancelled and forfeited | 17.88 | 11.88 | 15.06 | 11.56 |
Balance at September 30 | 8.99 | 11.09 | 10.03 | 11.11 |
Options exercisable at December 31: | $ 8.75 | 7.67 | 9.50 | 7.72 |
Weighted average grant date fair value for options granted during the year: | $ 35.62 | $ 17.43 | $ 10.82 | |
Additional stock option information | ||||
Options outstanding, number | 432,569 | 584,946 | 489,718 | 598,083 |
Options outstanding, weighted average remaining contractual life | 6 years 8 months 19 days | 8 years 7 days | 6 years 4 months 13 days | 8 years 25 days |
Options outstanding, weighted average exercise price | $ 8.99 | $ 11.09 | $ 10.03 | $ 11.11 |
Options outstanding, aggregate intrinsic value | $ 839,700 | $ 18,712,900 | $ 554,900 | $ 19,163,700 |
Options exercisable, number | 408,306 | 361,720 | 441,430 | 368,527 |
Options exercisable, weighted average exercise price | $ 8.75 | $ 7.67 | $ 9.50 | $ 7.72 |
Options exercisable, aggregate intrinsic value | $ 269,514 | $ 12,808,800 | $ 13,031,000 |
STOCK-BASED COMPENSATION - St_2
STOCK-BASED COMPENSATION - Stock Option Modifications (Details) | Aug. 20, 2020USD ($)employee$ / sharesshares | Jun. 08, 2020USD ($) | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Stock compensation expense | ||||||
Stock compensation expense | $ 9,432,000 | |||||
Stock Incentive Plan 2017 | ||||||
Stock compensation expense | ||||||
Stock compensation expense | $ 121,000 | $ 456,000 | ||||
Stock Incentive Plan 2017 | Research and development | ||||||
Stock compensation expense | ||||||
Stock compensation expense | 19,000 | 425,000 | ||||
Stock Incentive Plan 2017 | General and administrative | ||||||
Stock compensation expense | ||||||
Stock compensation expense | $ 102,000 | $ 31,000 | ||||
Stock Incentive Plan 2017 | Stock Options | ||||||
Stock compensation expense | ||||||
Stock compensation expense | $ 1,340,000 | $ 522,900 | ||||
Cancelled and forfeited | shares | 57,149 | 30,768 | 194,901 | 130,220 | ||
Number of persons to whom shares were cancelled | employee | 4 | |||||
Granted | shares | 17,631 | 86,536 | 209,505 | |||
Weighted average grant date fair value for options granted during the year: | $ / shares | $ 35.62 | $ 17.43 | $ 10.82 | |||
Total unrecognized stock compensation expense | $ 252,700 | $ 473,900 | ||||
Weighted-average period over which cost not yet recognized is expected to be recognized | 1 year 3 months | 1 year 9 months 14 days | ||||
Stock Incentive Plan 2017 | Stock Options | Research and development | ||||||
Stock compensation expense | ||||||
Stock compensation expense | $ 1,008,000 | $ 332,000 | ||||
Stock Incentive Plan 2017 | Stock Options | General and administrative | ||||||
Stock compensation expense | ||||||
Stock compensation expense | $ 20,900 | 332,000 | $ 190,900 | |||
Stock Incentive Plan 2017 | Stock Options | Four Nonemployees | ||||||
Stock compensation expense | ||||||
Cancelled and forfeited | shares | 15,792 | |||||
Granted | shares | 21,112 | |||||
Weighted average grant date fair value for options granted during the year: | $ / shares | $ 12.81 | |||||
Options vested | shares | 3,959 | |||||
Stock Incentive Plan 2017 | Stock Options | Four Nonemployees | General and administrative | ||||||
Stock compensation expense | ||||||
Stock compensation expense | 65,900 | |||||
Incremental compensation costs | $ 9,600 | $ 34,800 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule 2017 Stock Incentive Plan-Restricted Stock Units (Details) | Aug. 20, 2020shares | Aug. 20, 2020$ / shares | Aug. 20, 2020individual | Aug. 20, 2020item | Jun. 08, 2020USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares | Jan. 31, 2017shares |
Restricted stock units | ||||||||||
Stock compensation expense | $ 9,432,000 | |||||||||
Stock Incentive Plan 2017 | ||||||||||
Restricted stock units | ||||||||||
Stock compensation expense | $ 121,000 | $ 456,000 | ||||||||
Stock Incentive Plan 2017 | Research and development | ||||||||||
Restricted stock units | ||||||||||
Stock compensation expense | 19,000 | 425,000 | ||||||||
Stock Incentive Plan 2017 | General and administrative | ||||||||||
Restricted stock units | ||||||||||
Stock compensation expense | $ 102,000 | $ 31,000 | ||||||||
Stock Incentive Plan 2017 | RSU | ||||||||||
Restricted stock units | ||||||||||
Authorized shares | shares | 1,708,615 | |||||||||
Number of persons to whom shares were cancelled | individual | 5 | |||||||||
Restricted stock unit activity | ||||||||||
Nonvested RSUs at beginning of year | shares | 946,245 | |||||||||
Granted | shares | 946,245 | 6,019 | 1,655,579 | 0 | ||||||
Vested | shares | 0 | 0 | 0 | |||||||
Cancelled and forfeited | shares | (709,334) | (709,334) | ||||||||
Nonvested RSUs at March 31 | shares | 12.81 | 952,264 | 946,245 | |||||||
Weighted average grant day fair value per share | ||||||||||
Nonvested RSUs at beginning of year | $ / shares | $ 12.81 | |||||||||
Granted | $ / shares | 9 | $ 12.84 | ||||||||
Cancelled and forfeited | $ / shares | $ 12.87 | 12.87 | ||||||||
Nonvested RSUs at March 31 | $ / shares | $ 12.81 | $ 12.79 | $ 12.81 | |||||||
Stock Incentive Plan 2017 | RSU | Research and development | ||||||||||
Restricted stock units | ||||||||||
Stock compensation expense | $ 267,700 | $ 748,400 | ||||||||
Incremental compensation costs | 20,400 | 166,900 | ||||||||
Stock Incentive Plan 2017 | RSU | General and administrative | ||||||||||
Restricted stock units | ||||||||||
Stock compensation expense | 556,600 | 1,725,300 | ||||||||
Incremental compensation costs | $ 44,700 | $ 402,700 | ||||||||
Stock Incentive Plan 2017 | RSU | Non-Employees | ||||||||||
Restricted stock units | ||||||||||
Number of persons to whom shares were cancelled | 2 | 2 | ||||||||
Stock Incentive Plan 2017 | RSU | Employees | ||||||||||
Restricted stock units | ||||||||||
Number of persons to whom shares were cancelled | 3 | 3 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES | ||||
Effective tax rate from continuing operations | 0.00% | 0.00% | 0.00% | 0.00% |
Income tax provision | $ 0 | $ 0 | $ 0 | $ 0 |
Federal statutory rate | 21.00% | 21.00% | 21.00% | |
Realized deferred tax assets | $ 0 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details) | Jun. 19, 2020USD ($)shares | Jun. 08, 2020USD ($)shares | Sep. 04, 2019USD ($) | Jul. 20, 2018USD ($)item | Apr. 18, 2018USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($)agreement | Dec. 31, 2020USD ($)agreement | Dec. 31, 2019USD ($) |
Related party transactions | |||||||||
Number of separate consulting agreements | agreement | 2 | 2 | |||||||
CSIO | |||||||||
Related party transactions | |||||||||
Consulting fee per hour | $ 400 | ||||||||
Threshold number of hours per month for which consulting fees are entitled | item | 19 | ||||||||
Consulting fee paid | $ 0 | $ 319,300 | $ 579,700 | $ 207,800 | |||||
Shares issued for services rendered | shares | 320,000 | ||||||||
Cash consideration | $ 0 | ||||||||
CFO and COO | |||||||||
Related party transactions | |||||||||
Consulting fee per hour | $ 10,000 | $ 2,500 | |||||||
Consulting fee paid | $ 0 | $ 30,000 | $ 140,000 | $ 67,500 | |||||
Shares issued for services rendered | shares | 402,000 | ||||||||
Cash consideration | $ 0 | ||||||||
Consulting fee per month | $ 10,000 | $ 2,500 | |||||||
CMO | |||||||||
Related party transactions | |||||||||
Shares issued for services rendered | shares | 3,106 | ||||||||
Cash consideration | $ 0 | ||||||||
Employee | |||||||||
Related party transactions | |||||||||
Shares issued for services rendered | shares | 430 | ||||||||
Cash consideration | $ 0 |
SUBSEQUENT EVENTS (Details)_2
SUBSEQUENT EVENTS (Details) | Apr. 08, 2021USD ($) |
Subsequent Event | MD Anderson | |
Subsequent events | |
Research grant received | $ 300,000 |